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Delaware Delaware Delaware		4841 4841 4841		43-1843179 20-3269388 13-4257699
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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								Proposed Maximum					Proposed Maximum					Amount of
Title of Each Class of			Amount to be					Offering Price Per					Aggregate Offering					Registration
Securities to be Registered			Registered					Unit					Price					Fee(1)
11.125% Senior Notes due 2014			$	150,704,000					56.44%				$	85,053,570				$	9,101
9.920% Senior Discount Notes due 2014			$	470,907,287					54.94%				$	258,704,691				$	27,681
10.000% Senior Notes due 2014			$	299,098,000					54.94%				$	164,316,964				$	17,582
11.750% Senior Discount Notes due 2014			$	814,590,000					54.94%				$	439,369,481				$	47,013
13.500% Senior Discount Notes due 2014			$	580,671,000					64.69%				$	375,621,553				$	40,192
12.125% Senior Discount Notes due 2015			$	216,719,000					46.94%				$	101,722,481				$	10,884
11.00% Senior Notes due 2015			$	3,525,000,000					84.06%				$	2,963,203,125				$	317,063
Guarantee of 11.125% Senior Notes due 2014
Guarantee of 9.920% Senior Discount Notes due 2014
Guarantee of 10.000% Senior Notes due 2014
Guarantee of 11.750% Senior Discount Notes due 2014
Guarantee of 13.500% Senior Discount Notes due 2014
Guarantee of 12.125% Senior Discount Notes due 2015
Guarantee of 11.00% Senior Notes due 2015

(1)	The amount of the registration fee paid herewith was calculated, pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.

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Primary Standard

Industrial

I.R.S. Employer

State of

Classification Code

Identification

Name

Incorporation

Number

Number

CCH I Holdings Capital Corp.

DE

4841

20-3269474

CCH I Capital Corp.

DE

4841

13-4257701

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

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		Page
ADDITIONAL INFORMATION			i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			ii
SUMMARY			1
RISK FACTORS			16
USE OF PROCEEDS			31
CAPITALIZATION			32
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS			34
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			43
BUSINESS			79
REGULATION AND LEGISLATION			97
MANAGEMENT			102
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			122
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			126
DESCRIPTION OF OTHER INDEBTEDNESS			141
THE EXCHANGE OFFER			165
DESCRIPTION OF THE NOTES			173
IMPORTANT UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			251
PLAN OF DISTRIBUTION			256
LEGAL MATTERS			256
EXPERTS			256
WHERE YOU CAN FIND MORE INFORMATION			257
INDEX TO FINANCIAL STATEMENTS			F-1
EX-3.5: CERTIFICATE OF FORMATION
EX-3.6: LIMITED LIABILITY COMPANY AGREEMENT
EX-3.7: CERTIFICATE OF INCORPORATION
EX-3.8: BY-LAWS
EX-3.9: CERTIFICATE OF FORMATION
EX-3.10.A: LIMITED LIABILITY COMPANY AGREEMENT
EX-3.10.B: FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT
EX-3.11: CERTIFICATE OF INCORPORATION
EX-3.12: AMENDED AND RESTAETD BY-LAWS
EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-21.1: SUBSIDIARIES
EX-23.2: CONSENT OF KPMG LLP

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	•	the availability, in general, of funds to meet interest payment obligations under our and our parent companies’ 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 and our parents’ and subsidiaries’ ability to be able to provide under applicable debt instruments, such funds (by dividend, investment or otherwise) to the applicable obligor of such debt;
	•	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 and our parent companies’ ability to comply with all covenants in our and our parent companies’ indentures, bridge loan 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 provisions;
	•	our and our parent companies’ 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 in the capital markets, through new issuances, exchange offers or otherwise, including restructuring our and our parent companies’ balance sheet and leverage position;
	•	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; and
	•	the effects of governmental regulation, including but not limited to local franchise authorities, on our business.

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	There is currently no public market for the new notes, and an active trading market may not develop for the notes. The failure of a market to develop for the new notes could adversely affect the liquidity and value of the new notes.

	We may not have the ability to raise the funds necessary to fulfill our obligations under the new notes following a change of control, which would place us in default under the indenture governing the new notes.

	If we do not fulfill our obligations to you under the new notes, you will not have any recourse against Charter, Charter Holdco, CCHC, Mr. Allen or their affiliates.

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	If you do not exchange your outstanding notes for new notes, you will continue to have restrictions on your ability to resell them.

	Under certain circumstances, federal and state laws may allow courts to avoid or subordinate claims with respect to the notes or invalidate the pledge of collateral for the CCH I notes.

	•	received less than reasonably equivalent value or fair consideration for the new notes or note guarantee; and
	•	was insolvent or rendered insolvent by reason of the incurrence;
	•	was engaged in a business or transaction for which its remaining assets constituted an unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they became due.

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
	•	it could not pay its debts as they became due.

	Claims of holders of the CIH notes will be structurally subordinate to claims of creditors of CCH I notes and its subsidiaries.

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	CCH I may grant future liens on the collateral, and the value of the collateral may be insufficient, which could impair a recovery by holders of the CCH I notes.

	Although the CCH I notes are secured by a pledge of the collateral, the trustee and the holders of CCH I notes will not have a right to sell the collateral.

	The pledge of the collateral could be wholly or partially voided as a preferential transfer.

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	We may not generate (or, in general, have available to the applicable obligor) sufficient cash flow or access to additional external liquidity sources to fund our capital expenditures, ongoing operations and debt obligations, including our payment obligations under the notes, which could have a material adverse effect on you as the holders of the old notes and the new notes.

	•	our future operating performance;
	•	the demand for our products and services;
	•	general economic conditions and conditions affecting customer and advertiser spending;
	•	competition and our ability to stabilize customer losses; and
	•	legal and regulatory factors affecting our business.

	Charter Operating may not be able to access funds under its credit facilities if it fails to satisfy the covenant restrictions in its credit facilities, which could adversely affect our financial condition and our ability to conduct our business.

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	Because of our holding company structure, the outstanding notes are, and the new notes will be, structurally subordinated in right of payment to all liabilities of our subsidiaries. Restrictions in our subsidiaries’ debt instruments limit their ability to provide funds to us.

	•	the lenders under Charter Operating’s credit facilities and the holders of our subsidiaries’ other debt instruments will have the right to be paid in full before us from any of our subsidiaries’ assets; and
	•	Paul G. Allen, as an indirect holder of preferred membership interests in our subsidiary, CC VIII would have a claim on a portion of its assets that would reduce the amounts available for repayment to holders of the outstanding notes and new notes. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.”

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	Any failure by Charter to satisfy its substantial debt obligations could have a material adverse effect on us.

	We, our subsidiaries and Charter have a significant amount of existing debt and may incur significant additional debt, including secured debt, in the future, which could adversely affect our financial health and our ability to react to changes in our business.

	•	require us to dedicate a significant portion of our cash flow from operating activities to payments on our, Charter’s and our subsidiaries’ debt, which will reduce our funds available for working capital,
	•	capital expenditures and other general corporate expenses;
	•	limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries and the economy at large;
	•	place us at a disadvantage as compared to our competitors that have proportionately less debt;

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	•	make us vulnerable to interest rate increases, because a significant portion of our borrowings are, and will continue to be, at variable rates of interest;
	•	expose us to increased interest expense as we refinance all existing lower interest rate instruments;
	•	adversely affect our relationship with customers and suppliers;
	•	limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt; and
	•	make it more difficult for us to satisfy our obligations to the holders of our notes and for our subsidiaries to satisfy their obligations to their lenders under their credit facilities and to their noteholders as well as Charter’s ability to satisfy its obligations to its noteholders.

	The agreements and instruments governing our debt and the debt of our subsidiaries contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our and Charter’s liquidity, and adversely affect the holders of the outstanding notes and the new notes.

	•	incur additional debt;
	•	repurchase or redeem equity interests and debt;
	•	make certain investments or acquisitions;
	•	pay dividends or make other distributions;
	•	receive distributions from subsidiaries;
	•	dispose of assets or merge;
	•	enter into related party transactions;
	•	grant liens; and
	•	pledge assets.

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	We may not have the ability to raise the funds necessary to fulfill our obligations under the outstanding notes or the new notes following a change of control, which would place us in default under the indentures governing the outstanding notes and the new notes.

	Paul G. Allen and his affiliates are not obligated to purchase equity from, contribute to or loan funds to us or any of our subsidiaries.

	We operate in a very competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business and operations. We have lost a significant number of customers to direct broadcast satellite competition and further loss of customers could have a material negative impact on our business.

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	Charter is currently the subject of certain lawsuits and other legal matters, the unfavorable outcome of which could adversely affect our business and financial condition.

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	We have a history of net losses and expect to continue to experience net losses. Consequently, we may not have the ability to finance future operations.

	We may not have the ability to pass our increasing programming costs on to our customers, which would adversely affect our cash flow and operating margins.

	If our required capital expenditures exceed our projections, we may not have sufficient funding, which could adversely affect our growth, financial condition and results of operations.

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	Our inability to respond to technological developments and meet customer demand for new products and services could limit our ability to compete effectively.

	We may not be able to carry out our strategy to improve operating results by standardizing and streamlining operations and procedures.

	Recent management changes could disrupt operations.

	Malicious and abusive Internet practices could impair our high-speed Internet services.

	The failure by Mr. Allen to maintain a minimum voting and economic interest in us could trigger a change of control default under our subsidiary’s credit facilities.

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	Mr. Allen indirectly controls us and may have interests that conflict with your interests.

We are not permitted to engage in any business activity other than the cable transmission of video, audio and data unless Mr. Allen authorizes us to pursue that particular business activity, which could adversely affect our ability to offer new products and services outside of the cable transmission business and to enter into new businesses, and could adversely affect our growth, financial condition and results of operations.

	The loss of Mr. Allen’s services could adversely affect our ability to manage our business.

	Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business.

	•	rules governing the provision of cable equipment and compatibility with new digital technologies;
	•	rules and regulations relating to subscriber privacy;

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	•	limited rate regulation;
	•	requirements governing when a cable system must carry a particular broadcast station and when it must first obtain consent to carry a broadcast station;
	•	rules for franchise renewals and transfers; and
	•	other requirements covering a variety of operational areas such as equal employment opportunity, technical standards and customer service requirements.

	Our cable systems are operated under franchises that are subject to non-renewal or termination. The failure to renew a franchise in one or more key markets could adversely affect our business.

	Our cable systems are operated under franchises that are non-exclusive. Accordingly, local franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect results of operations.

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	Local franchise authorities have the ability to impose additional regulatory constraints on our business, which could further increase our expenses.

	Further regulation of the cable industry could cause us to delay or cancel service or programming enhancements or impair our ability to raise rates to cover our increasing costs, resulting in increased losses.

	Actions by pole owners might subject us to significantly increased pole attachment costs.

	We may be required to provide access to our networks to other Internet service providers, which could significantly increase our competition and adversely affect our ability to provide new products and services.

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	Changes in channel carriage regulations could impose significant additional costs on us.

	Offering voice communications service may subject us to additional regulatory burdens, causing us to incur additional costs.

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					As of September 30, 2005
					(Dollars in millions,
					unaudited)
Cash and cash equivalents					$	20
Long-Term Debt:
	Charter Holdings:
		Senior and senior discount notes(a)			$	1,736
	CIH:
		Senior and senior discount notes(b)(c)				2,426
	CCH I:
		11.000% senior notes due 2015(c)				3,686
	CCH II:
		10.250% senior notes due 2010				1,601
	CCO Holdings:
		83/4% senior notes due 2013				794
		Senior floating rate notes due 2010				550
	Charter Operating:
		8.000% senior second lien notes due 2012				1,100
		83/8% senior second lien notes due 2014				733
	Renaissance:
		10.000% senior discount notes due 2008				115
Credit Facilities:
		Charter Operating(d)				5,513
			Total long-term debt			18,254
Loan Payable — Related Party						57
Minority Interest(e)						665
Member’s Deficit						(4,292	)
Total Capitalization					$	14,684

(a)		Represents the following Charter Holdings notes:

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		As of September 30, 2005
		(Dollars in millions)
8.250% senior notes due 2007		$	105
8.625% senior notes due 2009			292
9.920% senior discount notes due 2011			198
10.000% senior notes due 2009			154
10.250% senior notes due 2010			49
11.750% senior discount notes due 2010			43
10.750% senior notes due 2009			131
11.125% senior notes due 2011			217
13.500% senior discount notes due 2011			91
9.6250% senior notes due 2009			107
10.000% senior notes due 2011			136
11.750% senior discount notes due 2011			116
12.125% senior discount notes due 2012			97
		$	1,736

(b)		Represents the following CIH notes:

		As of September 30, 2005
		(Dollars in millions)
11.125% senior notes due 2014		$	151
9.920% senior discount notes due 2014			471
10.000% senior notes due 2014			299
11.750% senior discount notes due 2014			759
13.500% senior discount notes due 2014			559
12.125% senior discount notes due 2015			187
		$	2,426

(c)		The CIH notes and CCH I notes issued in exchange for Charter Holdings notes are recorded in accordance with GAAP. GAAP requires that the CIH notes issued in exchange for Charter Holdings notes and the CCH I notes issued in exchange for the 8.625% Charter Holdings notes due 2009 be recorded at the historical book values of the Charter Holdings notes as opposed to the current accreted value for legal purposes and notes indenture purposes (which, for both purposes, is the amount that would become payable if the debt becomes immediately due). As of September 30, 2005, the accreted value of our total long-term debt for legal purposes and notes indenture purposes is $17.7 billion.
(d)		Total potential borrowing availability under our credit facilities was $786 million as of September 30, 2005, although the actual availability at that time was only $648 million because of limits imposed by covenant restrictions.
(e)		Minority interest consists of preferred membership interests in CC VIII. Paul G. Allen held preferred membership units in CC VIII as a result of the exercise of put rights originally granted in connection with the Bresnan transaction in 2000. There was an issue regarding the ultimate ownership of the CC VIII membership interests following the consummation of the Bresnan put transaction on June 6, 2003. This dispute was settled October 31, 2005. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.”

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	(1) the disposition of certain assets in March and April 2004 for total proceeds of $735 million and the use of such proceeds in each case to pay down credit facilities;
	(2) the issuance and sale of $550 million of CCO Holdings senior floating rate notes in December 2004 and $1.5 billion of Charter Operating senior second lien notes in April 2004;
	(3) an increase in amounts outstanding under the Charter Operating credit facilities in April 2004 and the use of such funds, together with the proceeds from the sale of the Charter Operating senior second lien notes, to refinance amounts outstanding under the credit facilities of our subsidiaries, CC VI Operating Company, LLC, CC VIII Operating, LLC and Falcon Cable Communications, LLC;
	(4) the repayment of $530 million of borrowings under the Charter Operating revolving credit facility with net proceeds from the issuance and sale of the CCO Holdings senior floating rate notes in December 2004, which were included in our cash balance at December 31, 2004;
	(5) the redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 with cash on hand;
	(6) the issuance and sale of $300 million of 83/4% CCO Holdings senior notes in August 2005 and the use of such proceeds to pay financing costs and accrued interest in the exchange transaction referenced below; and
	(7) the exchange of $3.4 billion principal amount of Charter Holdings’ notes scheduled to mature in 2009 and 2010 for CCH I notes and the exchange of $3.4 billion principal amount of Charter Holdings’ notes scheduled to mature in 2011 and 2012 for CIH notes and CCH I notes.

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								Asset				Financing
				Historical				Dispositions(a)				Transactions(b)				Pro Forma
				(Dollars in millions)
Revenues:
	Video			$	2,534			$	(21	)		$	—			$	2,513
	High-speed Internet				538				(3	)			—				535
	Advertising sales				205				(1	)			—				204
	Commercial				175				(2	)			—				173
	Other				249				(2	)			—				247
		Total revenues			3,701				(29	)			—				3,672
Costs and Expenses:
	Operating (excluding depreciation and amortization)				1,552				(12	)			—				1,540
	Selling, general and administrative				735				(4	)			—				731
	Depreciation and amortization				1,105				(6	)			—				1,099
	Impairment of franchises				2,433				—				—				2,433
	(Gain) loss on sale of assets, net				(104	)			106				—				2
	Option compensation expense, net				34				—				—				34
	Special charges, net				100				—				—				100
					5,855				84				—				5,939
Loss from operations					(2,154	)			(113	)			—				(2,267	)
Interest expense, net					(1,193	)			4				(15	)			(1,204	)
Gain on derivative instruments and hedging activities, net					48				—				—				48
Loss on extinguishment of debt					(21	)			—				21				—
					(1,166	)			4				6				(1,156	)
Loss before minority interest, income taxes and cumulative effect of accounting change					(3,320	)			(109	)			6				(3,423	)
Minority interest					25				—				—				25
Loss before income taxes and cumulative effect of accounting change					(3,295	)			(109	)			6				(3,398	)
Income tax benefit					41				1				—				42
Loss before cumulative effect of accounting change				$	(3,254	)		$	(108	)		$	6			$	(3,356	)

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(a)		Represents the elimination of operating results related to the disposition of certain assets in March and April 2004 and a reduction of interest expense related to the use of the net proceeds from such sales to repay a portion of our subsidiaries’ credit facilities.
(b)		Represents adjustment to interest expense associated with the completion of the financing transactions discussed in pro forma assumptions two through seven (in millions):

Interest on the Charter Operating senior second lien notes issued in April 2004 and the amended and restated Charter Operating credit facilities			$	114
Amortization of deferred financing costs				8
Less — Historical interest expense for Charter Operating credit facilities and on subsidiary credit facilities repaid				(83	)
								39
Interest on $550 million of CCO Holdings senior floating rate notes issued in December 2004				27
Amortization of deferred financing costs				2
Less — Historical interest expense for Charter Operating’s revolving credit facility repaid with cash on hand in February 2005				(20	)
	Historical interest expense for the CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005			(10	)
								(1	)
Interest on $300 million of CCO Holdings 83/4% senior notes issued in August 2005								20
Interest on new CCH I notes issued in September 2005 in exchange for CCH notes				279
Amortization of deferred financing costs				5
Less — Historical interest expense on CCH notes exchanged for CCH I notes				(327	)
								(43	)
Net increase in interest expense							$	15

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								Asset				Financing
				Historical				Dispositions(a)				Transactions(b)				Pro Forma
				(Dollars in millions)
Revenues
	Video			$	3,373			$	(21	)		$	—			$	3,352
	High-speed Internet				741				(3	)			—				738
	Advertising sales				289				(1	)			—				288
	Commercial				238				(2	)			—				236
	Other				336				(2	)			—				334
		Total			4,977				(29	)			—				4,948
Costs and Expenses
	Operating (excluding depreciation and amortization)				2,080				(12	)			—				2,068
	Selling, general and administrative				971				(4	)			—				967
	Depreciation and amortization				1,495				(6	)			—				1,489
	Impairments of franchises				2,433				—				—				2,433
	Gain (loss) on sale of assets, net				(86	)			106				—				20
	Option compensation expense, net				31				—				—				31
	Special charges, net				104				—				—				104
	Unfavorable contracts and other settlements				(5	)			—				—				(5	)
					7,023				84				—				7,107
Loss from operations					(2,046	)			(113	)			—				(2,159	)
Interest expense, net					(1,618	)			4				(3	)			(1,617	)
Gain on derivative instruments and hedging activities, net					69				—				—				69
Loss on extinguishment of debt					(21	)			—				21				—
Other, net					2				—				—				2
					(1,568	)			4				18				(1,546	)
Loss before minority interest, income taxes, and cumulative effect of accounting change					(3,614	)			(109	)			18				(3,705	)
Minority interest					20				—				—				20
Loss before income taxes and cumulative effect of accounting change					(3,594	)			(109	)			18				(3,685	)
Income tax benefit					35				1				—				36
Loss before cumulative effect of accounting change				$	(3,559	)		$	(108	)		$	18			$	(3,649	)

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(a)		Represents the elimination of operating results related to the disposition of certain assets in March and April 2004 and a reduction of interest expense related to the use of the net proceeds from such sales to repay a portion of our subsidiaries’ credit facilities.
(b)		Represents adjustment to interest expense associated with the completion of the financing transactions discussed in pro forma assumptions two through seven (in millions):

Interest on the Charter Operating senior second lien notes issued in April 2004 and the amended and restated Charter Operating credit facilities		$	114
Amortization of deferred financing costs			8
Less — Historical interest expense for Charter Operating credit facilities and on subsidiary credit facilities repaid			(83	)
							39
Interest on $550 million of CCO Holdings senior floating rate notes issued in December 2004			35
Amortization of deferred financing costs			2
Less — Historical interest expense for Charter Operating’s revolving credit facility repaid with cash on hand in February 2005			(30	)
Historical interest expense for the CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005			(13	)
							(6	)
Interest on $300 million of CCO Holdings 83/4% senior notes issued in August 2005							27
Interest on new CCH I notes issued in September 2005 in exchange for CCH notes			372
Amortization of deferred financing costs			6
Less — Historical interest expense on CCH notes exchange for CCH I notes			(435	)
							(57	)
Net increase in interest expense						$	3

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								Financing
				Historical				Transactions(a)				Pro Forma
				(Dollars in millions)
Revenues:
	Video			$	2,551			$	—			$	2,551
	High-speed Internet				671				—				671
	Advertising sales				214				—				214
	Commercial				205				—				205
	Other				271				—				271
		Total revenues			3,912				—				3,912
Costs and Expenses:
	Operating (excluding depreciation and amortization)				1,714				—				1,714
	Selling, general and administrative				762				—				762
	Depreciation and amortization				1,134				—				1,134
	Asset impairment charges				39				—				39
	Loss on sale of assets, net				5				—				5
	Option compensation expense, net				11				—				11
	Hurricane asset retirement loss				19				—				19
	Special charges, net				4				—				4
					3,688				—				3,688
Income from operations					224				—				224
Interest expense, net					(1,297	)			32				(1,265	)
Gain on derivative instruments and hedging activities, net					43				—				43
Gain on extinguishment of debt					494				(485	)			9
Other, net					21				—				21
					(739	)			(453	)			(1,192	)
Loss before minority interest and income taxes					(515	)			(453	)			(968	)
Minority interest					(9	)			—				(9	)
Loss before income taxes					(524	)			(453	)			(977	)
Income tax expense					(10	)			—				(10	)
Loss before cumulative effect of accounting change				$	(534	)		$	(453	)		$	(987	)

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(a)		Represents adjustment to interest expense associated with the completion of the financing transactions discussed in pro forma assumptions four through seven (in millions):

Less — Historical interest expense for Charter Operating’s revolving credit facility repaid with cash on hand in February 2005		$	(3	)
Historical interest expense for the CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005			(3	)
							(6	)
Interest on CCO Holdings 83/4% senior notes issued in August 2005							17
Interest on new CCH I notes issued in September 2005 in exchange for CCH notes			279
Amortization of deferred financing costs			5
Less — Historical interest expense on CCH notes exchanged for CCH I notes			(327	)
							(43	)
Net decrease in interest expense						$	(32	)

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																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
			(Dollars in millions)																				(Unaudited)
Statement of Operations Data:
Revenues			$	3,141			$	3,807			$	4,566			$	4,819			$	4,977			$	3,701			$	3,912
Costs and Expenses:
	Operating (excluding depreciation and amortization)			1,187				1,486				1,807				1,952				2,080				1,552				1,714
	Selling, general and administrative			606				826				963				940				971				735				762
	Depreciation and amortization			2,398				2,683				1,436				1,453				1,495				1,105				1,134
	Impairment of franchises			—				—				4,638				—				2,433				2,433				—
	Asset impairment charges			—				—				—				—				—				—				39
	(Gain) loss on sale of assets, net			—				10				3				5				(86	)			(104	)			5
	Option compensation expense (income), net			38				(5	)			5				4				31				34				11
	Hurricane asset retirement loss			—				—				—				—				—				—				19
	Special charges, net			—				18				36				21				104				100				4
	Unfavorable contracts and other settlements			—				—				—				(72	)			(5	)			—				—
				4,229				5,018				8,888				4,303				7,023				5,855				3,688
Income (loss) from operations				(1,088	)			(1,211	)			(4,322	)			516				(2,046	)			(2,154	)			224
Interest expense, net				(1,046	)			(1,247	)			(1,425	)			(1,486	)			(1,618	)			(1,193	)			(1,297	)
Gain (loss) on derivative instruments and hedging activities, net				—				(50	)			(115	)			65				69				48				43
Gain (loss) on extinguishment of debt				—				—				—				187				(21	)			(21	)			494
Other, net				5				(52	)			3				(10	)			2				—				21
Loss before minority interest, income taxes and cumulative effect of accounting change, net				(2,129	)			(2,560	)			(5,859	)			(728	)			(3,614	)			(3,320	)			(515	)
Minority interest(a)				(13	)			(16	)			(16	)			(29	)			20				25				(9	)
Loss before income taxes and cumulative effect of accounting change				(2,142	)			(2,576	)			(5,875	)			(757	)			(3,594	)			(3,295	)			(524	)
Income tax benefit (expense)				24				27				216				(13	)			35				41				(10	)
Loss before cumulative effect of accounting change				(2,118	)			(2,549	)			(5,659	)			(770	)			(3,559	)			(3,254	)			(534	)
Cumulative effect of accounting change, net of tax				—				(24	)			(540	)			—				(840	)			(840	)			—
Net loss			$	(2,118	)		$	(2,573	)		$	(6,199	)		$	(770	)		$	(4,399	)		$	(4,094	)		$	(534	)

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																						Nine Months Ended
		Year Ended December 31,																				September 30,
		2000				2001				2002				2003				2004				2004				2005
		(Dollars in millions)																				(Unaudited)
Other Data:
Deficiencies of earnings to cover fixed charges(b)		$	2,129			$	2,560			$	5,859				728			$	3,614			$	3,320			$	515
Balance Sheet Data (end of period):
Cash and cash equivalents		$	131			$	2			$	310			$	85			$	546			$	91			$	20
Total assets			24,290				26,220				22,156				21,148				17,084				16,780				16,276
Long-term debt			12,311				14,960				17,288				17,873				18,474				17,740				18,254
Loans payable — related party			—				189				73				37				29				39				57
Minority interest(a)			641				655				693				719				656				650				665
Members’ equity (deficit)			9,156				8,122				1,906				639				(3,713	)			(3,419	)			(4,292	)

(a)		Minority interest represents the preferred membership interests in CC VIII. Paul G. Allen indirectly held the preferred membership units in CC VIII as a result of the exercise of a put right originally granted in connection with the Bresnan transaction in 2000. There was an issue regarding the ultimate ownership of the CC VIII membership interest following consummation of the Bresnan put transaction on June 6, 2003. Effective January 1, 2005, we ceased recognizing minority interest in earnings and losses of CC VIII for financial reporting purposes until such time as the resolution of the issue was determinable or other events occurred. This dispute was settled October 31, 2005. We are currently determining the accounting impact of the settlement. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.”
(b)		Earnings include net loss plus fixed charges. Fixed charges consist of interest expense and an estimated interest component of rent expense.

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	•	the October 2005 entry by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., as guarantor thereunder, into a $600 million senior bridge loan agreement with various lenders;
	•	the September 2005 exchange by Charter Holdings, CCH I and CIH of approximately $6.8 billion in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new debt securities;
	•	the August 2005 sale by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., of $300 million of 83/4% senior notes due 2013;
	•	the March and June 2005 issuance of $333 million of Charter Operating notes in exchange for $346 million of Charter Holdings notes;
	•	the March 2005 redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 at a total cost of $122 million;
	•	the December 2004 sale by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., of $550 million of senior floating rate notes due 2010;
	•	the April 2004 sale of $1.5 billion of senior second-lien notes by our subsidiary, Charter Operating, together with the concurrent refinancing of its credit facilities; and
	•	the sale in the first half of 2004 of non-core cable systems for a total of $735 million, the proceeds of which were used to reduce indebtedness;

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				Purchase Price
																Securities
				Acquisition				Cash				Assumed				Issued/Other				Total				Acquired
				Date				Paid				Debt				Consideration				Price				Customers
				(Dollars in millions)
Interlake					1/00			$	13			$	—			$	—			$	13				6,000
Bresnan					2/00				1,100				963				1,014	(a)			3,077				695,800
Capital Cable					4/00				60				—				—				60				23,200
Farmington					4/00				15				—				—				15				5,700
Kalamazoo					9/00				—				—				171	(b)			171				50,700
	Total 2000 Acquisitions							$	1,188			$	963			$	1,185			$	3,336				781,400
AT&T Systems					6/01			$	1,711			$	—			$	25	(c)		$	1,736	(c)			551,100
Cable USA					8/01				45				—				55	(d)			100				30,600
	Total 2001 Acquisitions							$	1,756			$	—			$	80			$	1,836				581,700
High Speed Access Corp.					2/02			$	78			$	—			$	—			$	78				N/A
Enstar Limited Partnership Systems					4/02				48				—				—				48				21,600
Enstar Income Program II-1, L.P.					9/02				15				—				—				15				6,400
	Total 2002 Acquisitions							$	141			$	—			$	—			$	141				28,000
		Total 2000-2002 Acquisitions						$	3,085			$	963			$	1,265			$	5,313				1,391,100

(a)		Comprised of $385 million in equity in Charter Holdco and $629 million of equity in CC VIII.
(b)		In connection with this transaction, we acquired all of the outstanding stock of Cablevision of Michigan in exchange for 11,173,376 shares of Charter Class A common stock.
(c)		Comprised of approximately $1.7 billion, as adjusted, in cash and a cable system located in Florida valued at approximately $25 million, as adjusted.
(d)		In connection with this transaction, at the closing we and Charter Holdco acquired all of the outstanding stock of Cable USA and the assets of related affiliates in exchange for cash and 505,664 shares of Charter Series A convertible redeemable preferred stock. In the first quarter of

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		2003, an additional $0.34 million in cash was paid and 39,595 additional shares of Charter Series A convertible redeemable preferred stock were issued to certain sellers.

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	•	Capitalization of labor and overhead costs;
	•	Useful lives of property, plant and equipment;
	•	Impairment of property, plant, and equipment, franchises, and goodwill;
	•	Income taxes; and
	•	Litigation.

	Capitalization of labor and overhead costs

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	•	Scheduling a “truck roll” to the customer’s dwelling for service connection;
	•	Verification of serviceability to the customer’s dwelling (i.e., determining whether the customer’s dwelling is capable of receiving service by our cable network and/or receiving advanced or Internet services);
	•	Customer premise activities performed by in-house field technicians and third-party contractors in connection with customer installations, installation of network equipment in connection with the installation of expanded services and equipment replacement and betterment; and
	•	Verifying the integrity of the customer’s network connection by initiating test signals downstream from the headend to the customer’s digital set-top terminal.

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	Useful lives of property, plant and equipment

Cable distribution systems			7-20 years
Customer equipment and installations			3-5 years
Vehicles and equipment			1-5 years
Buildings and leasehold improvements			5-15 years
Furniture and fixtures			5 years

	Impairment of property, plant and equipment, franchises and goodwill

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		Percentage/
		Percentage Point				Impairment Charge
Assumption		Change				Increase/(Decrease)
						(Dollars in millions)
Annual Operating Cash Flow(1)			+/- 5%			$	(890)/$921
Long-Term Growth Rate(2)			+/- 1pts	(3)			(1,579)/1,232
Discount Rate			+/- 0.5pts	(3)			1,336/(1,528)

(1)	Operating Cash Flow is defined as revenues less operating expenses and selling general and administrative expenses.
(2)	Long-Term Growth Rate is the rate of cash flow growth beyond year ten.
(3)	A percentage point change of one point equates to 100 basis points.

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	Income Taxes

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	Litigation

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	Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

				Nine Months Ended September 30,
				2005								2004
Revenues				$	3,912				100	%		$	3,701				100	%
Costs and expenses:
	Operating (excluding depreciation and amortization)				1,714				44	%			1,552				42	%
	Selling, general and administrative				762				19	%			735				20	%
	Depreciation and amortization				1,134				29	%			1,105				30	%
	Impairment of franchises				—				—				2,433				66	%
	Asset impairment charges				39				1	%			—				—
	(Gain) loss on sale of assets, net				5				—				(104	)			(3	)%
	Option compensation expense, net				11				—				34				1	%
	Hurricane asset retirement loss				19				1	%			—				—
	Special charges, net				4				—				100				2	%
					3,688				94	%			5,855				158	%
		Income (loss) from operations			224				6	%			(2,154	)			(58	)%
	Interest expense, net				(1,297	)							(1,193	)
	Gain on derivative instruments and hedging activities, net				43								48
	Gain (loss) on extinguishment of debt				494								(21	)
	Gain on investments				21								—
					(739	)							(1,166	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(515	)							(3,320	)
Minority interest					(9	)							25
		Loss before income taxes and cumulative effect of accounting change			(524	)							(3,295	)
Income tax benefit (expense)					(10	)							41
		Loss before cumulative effect of accounting change			(534	)							(3,254	)
Cumulative effect of accounting change, net of tax					—								(840	)
		Net loss		$	(534	)						$	(4,094	)

	Revenues

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		Nine Months Ended September 30,
		2005								2004								2005 over 2004
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	2,551				65	%		$	2,534				68	%		$	17				1%
High-speed Internet			671				17	%			538				14	%			133				25%
Advertising sales			214				6	%			205				6	%			9				4%
Commercial			205				5	%			175				5	%			30				17%
Other			271				7	%			249				7	%			22				9%
		$	3,912				100	%		$	3,701				100	%		$	211				6%

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	Operating Expenses

		Nine Months Ended September 30,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,066				27	%		$	991				27	%		$	75				8%
Service			572				15	%			489				13	%			83				17%
Advertising sales			76				2	%			72				2	%			4				6%
		$	1,714				44	%		$	1,552				42	%		$	162				10%

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	Selling, General and Administrative Expenses

		Nine Months Ended September 30,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	658				17	%		$	636				17	%		$	22				3%
Marketing			104				2	%			99				3	%			5				5%
		$	762				19	%		$	735				20	%		$	27				4%

	Depreciation and Amortization

	Impairment of Franchises

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	Asset Impairment Charges

	(Gain) Loss on Sale of Assets, Net

	Option Compensation Expense, Net

	Hurricane Asset Retirement Loss

	Special Charges, Net

	Interest Expense, Net

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	Gain on Derivative Instruments and Hedging Activities, Net

	Gain (loss) on extinguishment of debt

	Gain on investments

	Minority Interest

	Income Tax Benefit (Expense)

	Net Loss

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	Year Ended December 31, 2004, December 31, 2003 and December 31, 2002

			Year Ended December 31,
			2004								2003								2002
Revenues			$	4,977				100	%		$	4,819				100	%		$	4,566				100	%
Costs and Expenses:
	Operating (excluding depreciation and amortization)			2,080				42	%			1,952				40	%			1,807				40	%
	Selling, general and administrative			971				19	%			940				20	%			963				21	%
	Depreciation and amortization			1,495				30	%			1,453				30	%			1,436				31	%
	Impairment of franchises			2,433				49	%			—				—				4,638				102	%
	(Gain) loss on sale of fixed assets, net			(86	)			(2	)%			5				—				3				—
	Option compensation expense, net			31				1	%			4				—				5				—
	Special charges, net			104				2	%			21				—				36				1	%
	Unfavorable contracts and other settlements			(5	)			—				(72	)			(1	)%			—				—
				7,023				141	%			4,303				89	%			8,888				195	%
Income (loss) from operations				(2,046	)			(41	)%			516				11	%			(4,322	)			(95	)%
Interest expense, net				(1,618	)							(1,486	)							(1,425	)
Gain (loss) on derivative instruments and hedging activities, net				69								65								(115	)
Gain (loss) on extinguishment of debt				(21	)							187								—
Other, net				2								(10	)							3
Loss before minority interest, income taxes and cumulative effect of accounting change				(3,614	)							(728	)							(5,859	)
Minority interest				20								(29	)							(16	)
Loss before income taxes and cumulative effect of accounting change				(3,594	)							(757	)							(5,875	)
Income tax benefit (expense)				35								(13	)							216
Loss before cumulative effect of accounting change				(3,559	)							(770	)							(5,659	)
Cumulative effect of accounting change, net of tax				(840	)							—								(540	)
Net loss			$	(4,399	)						$	(770	)						$	(6,199	)

	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

	Revenues

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,373				68	%		$	3,461				72	%		$	(88	)			(3	)%
High-speed Internet			741				15	%			556				12	%			185				33	%
Advertising sales			289				6	%			263				5	%			26				10	%
Commercial			238				4	%			204				4	%			34				17	%
Other			336				7	%			335				7	%			1				—
		$	4,977				100	%		$	4,819				100	%		$	158				3	%

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	Operating expenses

		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,319				27	%		$	1,249				26	%		$	70				6%
Advertising sales			98				2	%			88				2	%			10				11%
Service			663				13	%			615				12	%			48				8%
		$	2,080				42	%		$	1,952				40	%		$	128				7%

	Selling, general and administrative expenses

		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	849				17	%		$	833				18	%		$	16				2%
Marketing			122				2	%			107				2	%			15				14%
		$	971				19	%		$	940				20	%		$	31				3%

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	Depreciation and amortization

	Impairment of franchises

	(Gain) loss on sale of assets, net

	Option compensation expense, net

	Special charges, net

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	Unfavorable contracts and other settlements

	Interest expense, net

	Gain on derivative instruments and hedging activities, net

	Gain (loss) on extinguishment of debt

	Other, net

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	Minority interest

	Income tax benefit (expense)

	Net income (loss)

	Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

	Revenues

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		Year Ended December 31,
		2003								2002								2003 over 2002
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,461				72	%		$	3,420				75	%		$	41				1	%
High-speed Internet			556				12	%			337				7	%			219				65	%
Advertising sales			263				5	%			302				7	%			(39	)			(13	)%
Commercial			204				4	%			161				3	%			43				27	%
Other			335				7	%			346				8	%			(11	)			(3	)%
		$	4,819				100	%		$	4,566				100	%		$	253				6	%

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	Operating Expenses

		Year Ended December 31,
		2003								2002								2003 over 2002
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,249				26	%		$	1,166				26	%		$	83				7%
Advertising sales			88				2	%			87				2	%			1				1%
Service			615				12	%			554				12	%			61				11%
		$	1,952				40	%		$	1,807				40	%		$	145				8%

	Selling, General and Administrative Expenses

		Year Ended December 31,
		2003								2002								2003 over 2002
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	833				18	%		$	810				18	%		$	23				3	%
Marketing			107				2	%			153				3	%			(46	)			(30	)%
		$	940				20	%		$	963				21	%		$	(23	)			(2	)%

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	Depreciation and Amortization

	Impairment of Franchises

	Loss on Sale of Assets, Net

	Option Compensation Expense, Net

	Special Charges, Net

	Unfavorable Contracts and Other Settlements

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	Interest Expense, Net

	Gain (Loss) on Derivative Instruments and Hedging Activities, Net

	Gain on extinguishment of debt

	Other, Net

	Minority Interest

	Income Tax Benefit (Expense)

	Cumulative Effect of Accounting Change, Net of Tax

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	Net Income (Loss)

	Introduction

	Overview

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	Credit Facilities and Covenants

	Parent Company Debt Obligations

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	Specific Limitations

	•	issuing debt or equity at the parent companies’ level, the proceeds of which could be loaned or contributed to us;
	•	issuing debt securities that may have structural or other priority over our existing notes;
	•	further reducing our expenses and capital expenditures, which may impair our ability to increase revenue;
	•	selling assets; or
	•	requesting waivers or amendments with respect to our credit facilities and bridge loan, the availability and terms of which would be subject to market conditions.

	Issuance of Charter Operating Notes in Exchange for Charter Holdings Notes

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	Sale of Assets

	Summary of Outstanding Contractual Obligations

			Payments by Period
							Less than				1-3				3-5				More than
			Total				1 Year				Years				Years				5 Years
Contractual Obligations
Long-Term Debt Principal Payments(1)			$	18,772			$	30			$	761			$	5,035			$	12,946
Long-Term Debt Interest Payments(2)				9,845				1,396				3,243				3,231				1,975
Payments on Interest Rate Instruments(3)				81				50				31				—				—
Capital and Operating Lease Obligations(1)				88				23				30				17				18
Programming Minimum Commitments(4)				1,579				318				719				542				—
Other(5)				272				62				97				46				67
	Total		$	30,637			$	1,879			$	4,881			$	8,871			$	15,006

(1)	The table presents maturities of long-term debt outstanding as of December 31, 2004 and does not reflect the effects of the March 2005 redemption of the CC V Holdings, LLC notes, the exchange of $3.4 billion principal amount of Charter Holdings notes due in 2009 and 2010 and $845 million principal amount of Charter Holdings notes due 2011 and 2012 for $3.5 billion principal amount of new CCH I notes due 2015 or the exchange of $2.5 billion principal amount of Charter Holdings notes due 2011 and 2012 for $2.5 billion principal amount of new CIH notes with maturities extended three years. Refer to “Description of Other Indebtedness” and Notes 9 and 20 to our December 31, 2004 consolidated financial statements included in this prospectus for a description of our long-term debt and other contractual obligations and commitments.
(2)	Interest payments on variable debt are estimated using amounts outstanding at December 31, 2004 and the average implied forward London Interbank Offering Rate (LIBOR) rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2004. Actual interest payments will differ based on actual LIBOR rates and actual amounts outstanding for applicable periods.
(3)	Represents amounts we will be required to pay under our interest rate hedge agreements estimated using the average implied forward LIBOR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2004.
(4)	We pay programming fees under multi-year contracts ranging generally from three to six years typically based on a flat fee per customer, which may be fixed for the term or may in some cases, escalate over the term. Programming costs included in the accompanying statements of operations were $1.3 billion, $1.2 billion and $1.2 billion for the years ended December 31, 2004, 2003 and 2002,

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	respectively. Certain of our programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under our programming contracts.
(5)	“Other” represents other guaranteed minimum commitments, which consist primarily of commitments to our billing services vendors.

	•	We also rent utility poles used in our operations. Generally, pole rentals are cancelable on short notice, but we anticipate that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2004, 2003 and 2002, was $43 million, $40 million and $41 million, respectively.
	•	We pay franchise fees under multi-year franchise agreements based on a percentage of revenues earned from video service per year. We also pay other franchise related costs, such as public education grants under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statements of operations were $164 million, $162 million and $160 million for the years ended December 31, 2004, 2003 and 2002, respectively.
	•	We also have $166 million in letters of credit, primarily to our various worker’s compensation, property casualty and general liability carriers as collateral for reimbursement of claims. These letters of credit reduce the amount we may borrow under our credit facilities.

	Historical Operating, Financing and Investing Activities

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	Capital Expenditures

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			For the Nine
			Months Ended								For the Years Ended
			September 30,								December 31,
			2005				2004				2004				2003				2002
Customer premise equipment(a)			$	322			$	344			$	451			$	380			$	740
Scalable infrastructure(b)				138				54				108				66				259
Line extensions(c)				114				94				131				130				101
Upgrade/ Rebuild(d)				35				28				49				132				775
Support capital(e)				206				96				154				96				220
	Total capital expenditures(f)		$	815			$	616			$	893			$	804			$	2,095

(a)		Customer premise equipment includes costs incurred at the customer residence to secure new customers, revenue units and additional bandwidth revenues. It also includes customer installation costs in accordance with SFAS 51 and customer premise equipment (e.g., set-top terminals and cable modems, etc.).
(b)		Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers, revenue units and additional bandwidth revenues or provide service enhancements (e.g., headend equipment).
(c)		Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)		Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(e)		Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).

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(f)		Represents all capital expenditures made during the nine months ended September 30, 2005 and 2004 and the years ended December 31, 2004, 2003 and 2002, respectively.

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																																			Fair Value at
																																			September 30,
			2005				2006				2007				2008				2009				2010				Thereafter				Total				2005
Debt:
Fixed Rate			$	—			$	—			$	105			$	114			$	684			$	1,693			$	9,576			$	12,172			$	11,084
	Average Interest Rate			—				—				8.25	%			10.00	%			9.50	%			10.29	%			10.44	%			10.04	%
Variable Rate			$	7			$	30			$	280			$	629			$	779			$	1,536			$	2,802			$	6,063			$	6,059
	Average Interest Rate			6.81	%			7.88	%			7.73	%			7.78	%			7.88	%			8.33	%			8.20	%			8.12	%
Interest Rate Instruments:
Variable to Fixed Swaps			$	500			$	873			$	775			$	—			$	—			$	—			$	—			$	2,148			$	13
	Average Pay Rate			7.49	%			8.23	%			8.04	%			—				—				—				—				7.99	%
	Average Receive Rate			7.17	%			7.82	%			7.83	%			—				—				—				—				7.67	%

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	•	improving the overall value to our customers of our service offerings, relative to pricing;
	•	developing more sophisticated customer care capabilities through investment in our customer care and marketing infrastructure, including targeted marketing capabilities;
	•	executing growth strategies for new services, including digital simulcast, VOD, telephone, and digital video recorder service (“DVR”);
	•	managing our operating costs by exercising discipline in capital and operational spending; and
	•	identifying opportunities to continue to improve our balance sheet and liquidity.

	•	the October 2005 entry by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., as guarantor thereunder, into a $600 million senior bridge loan agreement with various lenders;
	•	the September 2005 exchange by Charter Holdings, CCH I and CIH, our indirect parent companies, of approximately $6.8 billion in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new debt securities;
	•	the August 2005 sale by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., of $300 million of 83/4% senior notes due 2013;
	•	the March and June 2005 issuance of $333 million of Charter Operating notes in exchange for $346 million of Charter Holdings notes;
	•	the March and June 2005 repurchase of $131 million of Charter’s 4.75% convertible senior notes due 2006 leaving $25 million in principal amount outstanding;
	•	the March 2005 redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 at a total cost of $122 million;
	•	the December 2004 sale by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., of $550 million of senior floating rate notes due 2010;
	•	the November 2004 sale by Charter, our indirect parent company, of $862.5 million of 5.875% convertible senior notes due 2009 and the December 2004 redemption of all of Charter’s outstanding 5.75% convertible senior notes due 2005 ($588 million principal amount);

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	•	the April 2004 sale of $1.5 billion of senior second lien notes by our subsidiary, Charter Operating, together with the concurrent refinancing of its credit facilities; and
	•	the sale in the first half of 2004 of non-core cable systems for $735 million, the proceeds of which were used to reduce indebtedness.

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					Approximate as of
					September 30,				September 30,
					2005(a)				2004(a)
Cable Video Services:
	Analog Video:
		Residential (non-bulk) analog video customers(b)				5,636,100				5,825,000
		Multi-dwelling (bulk) and commercial unit customers(c)				270,200				249,600
			Analog video customers(b)(c)			5,906,300				6,074,600
	Digital Video:
		Digital video customers(d)				2,749,400				2,688,900
	Non-Video Cable Services:
		Residential high-speed Internet customers(e)				2,120,000				1,819,900
		Residential telephone customers(f)				89,900				40,200

	The September 30, 2005 statistics presented above reflect the minimal loss of customers related to hurricanes Katrina and Rita. Based on preliminary estimates, customer losses related to hurricanes Katrina and Rita are expected to be approximately 10,000 to 15,000.
	After giving effect to the sale of certain non-strategic cable systems in July 2005, September 30, 2004 analog video customers, digital video customers and high-speed Internet customers would have been 6,046,900, 2,677,600 and 1,819,300, respectively.

(a)		“Customers” include all persons our corporate billing records show as receiving service (regardless of their payment status), except for complimentary accounts (such as our employees). In addition, at September 30, 2005 and 2004, “customers” include approximately 44,400 and 46,000 persons whose accounts were over 60 days past due in payment, approximately 9,800 and 5,500 persons whose accounts were over 90 days past due in payment, and approximately 6,000 and 2,000 of which were over 120 days past due in payment, respectively.
(b)		“Residential (non-bulk) analog video customers” include all customers who receive video services, except for complimentary accounts (such as our employees).
(c)		Included within “video customers” are those in commercial and multi-dwelling structures, which are calculated on an equivalent bulk unit (“EBU”) basis. EBU is calculated for a system by dividing the bulk price charged to accounts in an area by the most prevalent price charged to non-bulk residential customers in that market for the comparable tier of service. The EBU method of estimating analog video customers is consistent with the methodology used in determining costs paid to programmers and has been consistently applied year over year. As we increase our effective analog prices to residential customers without a corresponding increase in the prices charged to commercial service or multi-dwelling customers, our EBU count will decline even if there is no real loss in commercial service or multi-dwelling customers.
(d)		“Digital video customers” include all households that have one or more digital set-top terminals. Included in “digital video customers” on September 30, 2005 and 2004 are approximately 8,900 and 10,700 customers, respectively, that receive digital video service directly through satellite transmission.
(e)		“Residential high-speed Internet customers” represent those customers who subscribe to our high-speed Internet service. At September 30, 2005 and 2004, approximately 1,876,000 and 1,614,400 of these high-speed Internet customers, respectively, also receive video services from us and are included within our video statistics above.
(f)		“Residential telephone customers” include all households receiving telephone service.

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	Video Services

	•	Basic Analog Video. All of our video customers receive a package of basic programming, which generally consists of local broadcast television, local community programming, including governmental and public access, and limited satellite-delivered or non-broadcast channels, such as weather, shopping and religious services. Our basic channel line-up generally has between 15 and 30 channels.
	•	Expanded Basic Video. This expanded programming level includes a package of satellite-delivered or non-broadcast channels and generally has between 30 and 50 channels in addition to the basic channel line-up.
	•	Premium Channels. These channels provide commercial-free movies, sports and other special event entertainment programming. Although we offer subscriptions to premium channels on an individual basis, we offer an increasing number of premium channel packages and we offer premium channels with our advanced services.
	•	Pay-Per-View. These channels allow customers to pay on a per event basis to view a single showing of a recently released movie, a one-time special sporting event, music concert or similar event on a commercial-free basis.
	•	Digital Video. We offer digital video service to our customers in several different service combination packages. All of our digital packages include a digital set-top terminal, an interactive electronic programming guide, an expanded menu of pay-per-view channels and the option to also receive digital packages which range from 4 to 30 additional video channels. We also offer our customers certain digital packages with one or more premium channels that give customers access to several different versions of the same premium channel. Some digital tier packages focus on the interests of a particular customer demographic and emphasize, for example, sports, movies, family or ethnic programming. In addition to video programming, digital video service enables customers to receive our advanced services such as VOD and high definition television. Other digital packages bundle digital television with our advanced services, such as high-speed Internet services.
	•	Video On Demand and Subscription Video on Demand. We offer VOD service, which allows customers to access hundreds of movies and other programming at any time with digital picture quality. In some systems we also offer subscription VOD (SVOD) for a monthly fee or included in a digital tier premium channel subscription.
	•	High Definition Television. High definition television offers our digital customers video programming at a higher resolution than the standard analog or digital video image.
	•	Digital Video Recorder. DVR service enables customers to digitally record programming and to pause and rewind live programming.

	High-Speed Internet Services

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	Telephone Services

	Commercial Services

	Sale of Advertising

Service
		Price Range as of
		September 30,
		2005
Analog video packages		$	7.00 -			$	54.00
Premium channels		$	10.00 -			$	15.00
Pay-per-view events		$	2.99 -			$	179.00
Digital video packages (including high-speed Internet service for higher tiers)		$	34.00 -			$	113.00
High-speed Internet service		$	21.95 -			$	59.99
Video on demand (per selection)		$	0.99 -			$	29.99
High definition television		$	3.99 -			$	9.99
Digital video recorder		$	6.99 -			$	14.99

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				550 Megahertz
Less than				to				750				870				Two-way				Two-way
550 Megahertz				660 Megahertz				Megahertz				Megahertz				Capability				Enabled
	8	%			5	%			42	%			45	%			92	%			87	%

	•	increased bandwidth capacity, for more channels and other services;
	•	dedicated bandwidth for two-way services, which avoids reverse signal interference problems that can occur with two-way communication capability; and
	•	improved picture quality and service reliability.

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	•	Promote awareness and loyalty among existing customers and attract new customers;
	•	Announce the availability of our advanced services as we roll them out in our systems;
	•	Promote our advanced services (such as DVR, high definition television, telephone, VOD and SVOD) with the goal that our customers will view their cable connection as one-stop shopping for video, voice, high-speed Internet and interactive services; and
	•	Promote our bundling of digital video and high-speed Internet services and pricing strategies.

	General

	Costs

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	Direct Broadcast Satellite

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	DSL and Other Broadband Services

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	Broadcast Television

	Traditional Overbuilds

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	Telephone Companies and Utilities

	Private Cable

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	Wireless Distribution

	Properties

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	Securities Class Actions and Derivative Suits

	•	In re Charter Communications, Inc. Securities Litigation, MDL Docket No. 1506 (All Cases), StoneRidge Investments Partners, LLC, Individually and On Behalf of All Others Similarly Situated, v. Charter Communications, Inc., Paul Allen, Jerald L. Kent, Carl E. Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin, David L. McCall, Bill Shreffler, Chris Fenger, James H. Smith, III, Scientific-Atlanta, Inc., Motorola, Inc. and Arthur Andersen, LLP, Consolidated Case No. 4:02-CV-1186-CAS.

	•	Kenneth Stacey, Derivatively on behalf of Nominal Defendant Charter Communications, Inc., v. Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, Arthur Andersen, LLP and Charter Communications, Inc.

	•	Thomas Schimmel, Derivatively on behalf on Nominal Defendant Charter Communications, Inc., v.Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William D. Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, and Arthur Andersen, LLP, and Charter Communications, Inc.

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	•	Arthur Cohn, Derivatively on behalf of Nominal Defendant Charter Communications, Inc., v. Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, and Charter Communications, Inc.

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	Government Investigations

	Indemnification

	Other Litigation

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	Cable Rate Regulation

	Must Carry/ Retransmission Consent

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	Access Channels

	Access to Programming

	Ownership Restrictions

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	Internet Service

	Phone Service

	Pole Attachments

	Cable Equipment

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	Other Communications Act Provisions and FCC Regulatory Matters

	Copyright

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	Franchise Matters

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Directors		Position(s)
Paul G. Allen		Chairman of the board of directors of Charter and director of Charter Holdco
W. Lance Conn		Director of Charter
Nathaniel A. Davis		Director of Charter
Jonathan L. Dolgen		Director of Charter
Robert P. May		Director of Charter and CCH I Capital
David C. Merritt		Director of Charter
Marc B. Nathanson		Director of Charter
Jo Allen Patton		Director of Charter
Neil Smit		Director of Charter, President and Chief Executive Officer of Charter, Charter Holdco, Charter Holdings, CIH, CIH Capital, CCH I and CCH I Capital
John H. Tory		Director of Charter
Larry W. Wangberg		Director of Charter

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Executive Officers		Position
Paul G. Allen		Chairman of the Board of Directors
Neil Smit		President and Chief Executive Officer
Wayne H. Davis		Executive Vice President and Chief Technical Officer
Sue Ann R. Hamilton		Executive Vice President, Programming
Michael J. Lovett		Executive Vice President and Chief Operating Officer
Paul E. Martin		Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer and Corporate Controller and sole director of CIH Capital
Robert A. Quigley		Executive Vice President and Chief Marketing Officer
Grier C. Raclin		Executive Vice President, General Counsel and Corporate Secretary

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	Summary Compensation Table

																			Long-Term
							Annual Compensation												Compensation Award
			Year												Other				Restricted				Securities				All Other
			Ended												Annual				Stock				Underlying				Compensation
Name and Principal Position			Dec. 31				Salary($)				Bonus($)(1)				Compensation($)				Awards($)				Options(#)				($)(2)
Neil Smit(3)				2005				415,385				1,200,000	(10)			—				3,278,500	(22)			3,333,333				23,236	(29)
	President and Chief			2004				—				—				—				—				—				—
	Executive Officer			2003				—				—				—				—				—				—
Robert P. May(4)				2005				—				750,000	(11)			1,360,239	(17)			180,000	(23)			—				—
	Former Interim President			2004				—				—				10,000	(17)			50,000	(23)			—				—
	and Chief Executive Officer			2003				—				—				—				—				—				—
Carl E. Vogel(5)				2005				115,385				—				1,428	(18)			—				—				1,697,451	(30)
	Former President and			2004				1,038,462				500,000	(12)			38,977	(18)			4,729,400	(24)			580,000				3,239
	Chief Executive Officer			2003				1,000,000				150,000	(13)			40,345	(18)			—				750,000				3,239
Michael J. Lovett(6)				2005				516,153				—				14,898	(19)			265,980	(25)			216,000				59,013	(31)
	Executive Vice President,			2004				291,346				241,888				7,797	(19)			355,710	(25)			172,000				6,994
	Operations and Customer			2003				81,731				60,000				2,400	(19)			—				100,000				1,592
	Care
Paul E. Martin(7)				2005				350,950				100,000	(14)			—				52,650	(26)			83,700				7,047
	Senior Vice President,			2004				193,173				25,000	(14)			—				269,100	(26)			77,500				6,530
	Interim Chief Financial			2003				167,308				14,000				—				—				—				4,048
	Officer, Principal
	Accounting Officer and
	Corporate Controller
Wayne H. Davis(8)				2005				409,615				—				—				108,810	(27)			145,800				3,527
	Executive Vice President			2004				269,231				61,370	(15)			—				435,635	(27)			135,000				2,278
	and Chief Technical Officer			2003				212,885				47,500				581	(20)			—				225,000				436
Sue Ann R. Hamilton(9)				2005				362,700				—				—				107,838	(28)			145,000				6,351
	Executive Vice President —			2004				346,000				13,045				—				245,575	(28)			90,000				3,996
	Programming			2003				225,000				231,250	(16)			4,444	(21)			—				200,000				1,710

	(1)	Generally, bonus amounts for 2005 have not yet been determined by the Compensation Committee or Charter’s Board of Directors.
	(2)	Except as noted in notes 29 through 31 below, respectively, these amounts consist of matching contributions under our 401(k) plan, premiums for supplemental life insurance available to executives, and long-term disability available to executives.
	(3)	Mr. Smit joined Charter on August 22, 2005 in his current position.
	(4)	Mr. May served as Interim President and Chief Executive Officer from January 2005 through August 2005.
	(5)	Mr. Vogel resigned from all of his positions with Charter and its subsidiaries on January 17, 2005.
	(6)	Mr. Lovett joined Charter in August 2003 and was promoted to his current position in April 2005.

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	(7)	Mr. Martin joined Charter in March 2000. He has served as Charter’s Interim Chief Financial Officer since August 2004.
	(8)	Mr. Davis joined Charter in December 2001 and was promoted to his current position in June 2004.
	(9)	Ms. Hamilton joined Charter in March 2003 and was promoted to her current position in April 2005.

(10)	Pursuant to his employment agreement, Mr. Smit will receive a minimum bonus of $1,200,000 for 2005.
(11)	This bonus was paid in January 2006 pursuant to Mr. May’s Executive Services Agreement. See “Employment Arrangements.”
(12)	Mr. Vogel’s 2004 bonus was a mid-year discretionary bonus.
(13)	Mr. Vogel’s 2003 bonus was determined in accordance with the terms of his employment agreement.
(14)	Includes (i) for 2005, a bonus of $50,000 for his services as Interim Co-Chief Financial Officer and a discretionary bonus of $50,000 and (ii) for 2004, a SOX implementation bonus of $25,000.
(15)	Mr. Davis’ 2004 bonus included a $50,000 discretionary bonus.
(16)	Ms. Hamilton’s 2003 bonus included a $150,000 signing bonus.
(17)	Includes (i) for 2005, $1,177,885 as compensation for services as Interim President and Chief Executive Officer pursuant to his Executive Services Agreement (see “Employment Arrangements”), $67,000 as compensation for services as a director on Charter’s Board of Directors, $15,717 attributed to personal use of the corporate airplane and $99,637 for reimbursement for transportation and living expenses pursuant to his Executive Services Agreement, and (ii) for 2004, compensation for services as a director on Charter’s Board of Directors.
(18)	Includes (i) for 2005, $1,428 attributed to personal use of the corporate airplane, (ii) for 2004, $28,977 attributed to personal use of the corporate airplane and $10,000 for tax advisory services, and (iii) for 2003, $30,345 attributed to personal use of the corporate airplane and $10,000 for tax advisory services.
(19)	Includes (i) for 2005, $7,698 attributed to personal use of the corporate airplane and $7,200 for automobile allowance, (ii) for 2004, $597 attributed to personal use of the corporate airplane and $7,200 for automobile allowance and (iii) for 2003, $2,400 for automobile allowance.
(20)	Amount attributed to personal use of the corporate airplane.
(21)	Amount attributed to personal use of the corporate airplane.
(22)	Pursuant to his employment agreement, Mr. Smit received 1,250,000 restricted shares in August 2005, which will vest on the third anniversary of the grant date and 1,562,500 restricted shares in August 2005, which will vest on the first anniversary of the grant date. See “Employment Arrangements.” At December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings was $3,431,250, based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005.
(23)	Includes (i) for 2005, 100,000 restricted shares granted in April 2005 under our 2001 Stock Incentive Plan for Mr. May’s services as Interim President and Chief Executive Officer that vested upon his termination in that position in August 2005 and 40,650 restricted shares granted in October 2005 under our 2001 Stock Incentive Plan for Mr. May’s annual director grant which vests on the first anniversary of the grant date. At December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings was $49,593, based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005, and (ii) for 2004, 19,685 restricted shares granted in October 2004 under our 2001 Stock Incentive Plan for Mr. May’s annual director grant, which vested on its first anniversary of the grant date in October 2005.
(24)	Includes 340,000 performance shares granted in January 2004 under our Long-Term Incentive Program that were to vest on the third anniversary of the grant date only if Charter meets certain performance criteria. Also includes 680,000 restricted shares issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below, one half of which constituted performance shares which were to vest on the third anniversary of the

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grant date only if Charter meets certain performance criteria, and the other half of which were to vest over three years in equal one-third installments. Under the terms of the separation agreement described below in “Employment Arrangements,” his options and remaining restricted stock vested until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter. All performance shares were forfeited upon termination of employment. All remaining unvested restricted stock and stock options were cancelled on December 31, 2005. Therefore, at December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings was $0, based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005.

(25)	Includes (i) for 2005, 129,600 performance shares granted in April 2005 under our Long-Term Incentive Program which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria and 75,000 restricted shares granted in April 2005 under the 2001 Stock Incentive Plan that will vest on the third anniversary of the grant date, and (ii) for 2004, 88,000 performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria. At December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $356,972, based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005.
(26)	Includes (i) for 2005, 40,500 performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and (ii) for 2004, 37,500 performance shares granted in January 2004 under our Long-Term Incentive Program which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria and 17,214 restricted shares issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below, one half of which constituted performance shares which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and the other half of which will vest over three years in equal one-third installments. At December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $112,661, based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005.
(27)	Includes (i) for 2005, 83,700 performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and (ii) for 2004, 77,500 performance shares granted in January 2004 under our Long-Term Incentive Program which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria and 8,000 restricted shares issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below, one half of which constituted performance shares which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and the other half of which will vest over three years in equal one-third installments. At December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $204,797, based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005.
(28)	These restricted shares consist of 83,700 and 47,500 performance shares granted in 2005 and 2004, respectively under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria. At December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $160,064 based on a per share market value (closing sale price) of $1.22 for Charter’s Class A common stock on December 31, 2005.
(29)	In addition to items in Note 2 above, includes $19,697 attributed to reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.

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(30)	In addition to items in Note 2 above, includes accrued vacation at time of termination and severance payments pursuant to Mr. Vogel’s separation agreement (see “Employment Arrangements”).
(31)	In addition to items in Note 2 above, includes $51,223 attributed to reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.

		Number of				% of										Potential Realizable Value at
		Securities				Total										Assumed Annual Rate of
		Underlying				Options										Stock Price Appreciation
		Options				Granted to		Exercise								For Option Term(2)
		Granted				Employees		Price				Expiration
Name		(#)(1)				in 2005		($/Sh)				Date				5% ($)				10% ($)
Neil Smit			3,333,333			30.83%		$	1.18				8/22/2015			$	2,465,267			$	6,247,470
Robert P. May			—			—			—				—				—				—
Carl E. Vogel			—			—			—				—				—				—
Michael J. Lovett			216,000			2.00%			1.30				4/26/2015				175,914				445,802
Paul E. Martin			83,700			0.77%			1.30				4/26/2015				68,430				173,415
Wayne H. Davis			145,800			1.35%			1.30				4/26/2015				118,742				300,916
Sue Ann R. Hamilton			97,200			0.90%			1.53				3/25/2015				93,221				236,240
			47,800			0.44%			1.27				10/18/2015				38,208				96,826

(1)	Options are transferable under limited conditions, primarily to accommodate estate planning purposes. These options generally vest in four equal installments commencing on the first anniversary following the grant date.
(2)	This column shows the hypothetical gains on the options granted based on assumed annual compound price appreciation of 5% and 10% over the full ten-year term of the options. The assumed rates of 5% and 10% appreciation are mandated by the SEC and do not represent our estimate or projection of future prices.

	2005 Aggregated Option Exercises and Option Value

										Number of Securities
										Underlying Unexercised								Value of Unexercised In-the
										Options at December 31,								Money Options at
		Shares								2005 (#)(1)								December 31, 2005 ($)(2)
		Acquired on				Value
Name		Exercise (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Neil Smit			—				—				—				3,333,333			$	—			$	133,333
Robert P. May			—				—				—				—				—				—
Carl E. Vogel(3)			—				—				1,120,000				—				—				—
Michael J. Lovett			—				—				93,000				395,000				—				—
Paul E. Martin			—				—				143,125				193,075				—				—
Wayne H. Davis			—				—				176,250				379,550				—				—
Sue Ann R. Hamilton			—				—				122,500				312,500				—				—

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(1)	Options granted prior to 2001 and under the 1999 Charter Communications Option Plan, when vested, are exercisable for membership units of Charter Holdco which are immediately exchanged on a one-for-one basis for shares of Charter’s Class A common stock upon exercise of the option. Options granted under the 2001 Stock Incentive Plan and after 2000 are exercisable for shares of Charter’s Class A common stock.
(2)	Based on a per share market value (closing price) of $1.22 as of December 31, 2005 for Charter’s Class A common stock.
(3)	Mr. Vogel’s employment terminated on January 17, 2005. Under the terms of the separation agreement, his options continued to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.

										Estimated Future Payouts Under
										Non-Stock Price-Based Plans
		Number of				Performance or
		Shares, Units or				Other Period Until				Threshold				Target				Maximum
Name		Other Rights(#)				Maturation or Payout				(#)				(#)				(#)
Neil Smit			0				n/a				—				—				—
Robert P. May			0				n/a				—				—				—
Carl E. Vogel			0				n/a				—				—				—
Michael J. Lovett			129,600				1 year performance cycle				90,720				129,600				259,200
							3 year vesting
Paul E. Martin			40,500				1 year performance cycle				28,350				40,500				81,000
							3 year vesting
Wayne H. Davis			83,700				1 year performance cycle				58,590				83,700				167,400
							3 year vesting
Sue Ann R. Hamilton			83,700				1 year performance cycle				58,590				83,700				167,400
							3 year vesting

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							Number of
							Securities				Market Price of								New				Length of Original
							Underlying				Stock at Time				Exercise Price at				Exercise				Option Term
							Options				of Exchange				Time of Exchange				Price				Remaining at
Name			Date				Exchanged				($)				($)				($)				Date of Exchange
Carl E. Vogel				2/25/04				3,400,000				4.37				13.68				(1	)			7 years 7 months
	Former President and
	Chief Executive Officer
Paul Martin				2/25/04				15,000				4.37				23.09				(2	)			7 years 0 months
								50,000				4.37				11.99								7 years 7 months
								40,000				4.37				15.03								6 years 2 months
Wayne Davis				2/25/04				40,000				4.37				23.09				(3	)			7 years 0 months
								40,000				4.37				12.27								7 years 11 months

(1)	On February 25, 2004, in exchange for 3,400,000 options tendered, 340,000 performance shares were granted with a three year performance cycle and three year vesting along with 340,000 restricted stock units with one-third of the shares vesting on each of the first three anniversaries of the grant date. On the grant date, the price of the Company’s common stock was $4.37.
(2)	On February 25, 2004, in exchange for 105,000 options tendered, 8,607 performance shares were granted with a three year performance cycle and three year vesting along with 8,607 restricted stock units with one-third of the shares vesting on each of the first three anniversaries of the grant date. On the grant date, the price of the Company’s common stock was $4.37.
(3)	On February 25, 2004, in exchange for 80,000 options tendered, 4,000 performance shares were granted with a three year performance cycle and three year vesting along with 4,000 restricted stock units with one-third of the shares vesting on each of the first three anniversaries of the grant date. On the grant date, the price of the Company’s common stock was $4.37.

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	2005 Executive Cash Award Plan

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	(1) any breach of the director’s duty of loyalty to the corporation and its shareholders;
	(2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	(3) unlawful payments of dividends or unlawful stock purchases or redemptions; or
	(4) any transaction from which the director derived an improper personal benefit.

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	•	each current director of Charter Holdings or Charter;
	•	the current chief executive officer and individuals named in the Summary Compensation Table;
	•	all persons currently serving as directors and officers of Charter Holdings or Charter, as a group; and
	•	each person known by us to own beneficially 5% or more of Charter’s outstanding Class A common stock as of December 31, 2005.

	•	each holder of Class A common stock is entitled to one vote per share; and
	•	each holder of Charter’s Class B common stock (“Class B common stock”) is entitled to (i) ten votes per share of Class B common stock held by such holder and its affiliates and (ii) ten votes per share of Class B Common Stock for which membership units in Charter Holdco held by such holder and its affiliates are exchangeable.

						Unvested				Class A Shares								Class B
		Number of				Restricted				Receivable on								Shares
		Class A				Class A				Exercise of								Issuable				% of Class A
		Shares				Shares				Vested Options				Number of				upon				Shares (Voting				% of
		(Voting and				(Voting				or Other				Class B				Exchange or				and Investment				Voting
Name and Address of		Investment				Power				Convertible				Shares				Conversion of				Power)				Power
Beneficial Owner		Power)(1)				Only)(2)				Securities(3)				Owned				Units(4)				(4)(5)				(5)(6)
Paul G. Allen(7)			29,126,463				39,063				10,000				50,000				363,794,364				50.38	%			90.45	%
Charter Investment, Inc.(8)																			247,481,191				37.29	%			*
Vulcan Cable III Inc.(9)																			116,313,173				21.84	%			*
Neil Smit							2,812,500																*				*
Robert P. May			119,685				40,650																*				*
W. Lance Conn			19,231				32,072																*				*
Nathaniel A. Davis							43,215																*				*
Jonathan L. Dolgen			19,685				40,650																*				*
David C. Merritt			25,705				39,063																*				*
Jo Allen Patton			10,977				40,323																*				*
Marc B. Nathanson			425,705				39,063				50,000												*				*
John H. Tory			30,005				39,063				40,000												*				*
Larry W. Wangberg			28,705				39,063				40,000												*				*
Michael J. Lovett			7,500				75,000				112,375												*				*
Wayne H. Davis			2,667				1,332				210,000												*				*
Sue Ann Hamilton											169,300												*				*
Paul E. Martin			11,738				2,869				162,500												*				*
All current directors and executive officers as a group (18 persons)			29,828,066				3,383,926				794,175				50,000				363,794,364				50.95	%			90.56	%
Carl E. Vogel(10)			113,334								1,265,000												*				*
Scott A. Bommer(11)			18,237,744																				4.38	%			*
Glenview Capital Management, LLC(12)			19,903,500																				4.78	%			*
Glenview Capital GP, LLC(12)			19,903,500																				4.78	%			*
Lawrence M. Robbins(12)			19,903,500																				4.78	%			*
Steelhead Partners(13)			24,835,077																				5.97	%			*
J-K Navigator Fund, L.P.(13)			18,447,759																				4.43	%			*
James Michael Johnston(13)			24,835,077																				5.97	%			*
Brian Katz Klein(13)			24,835,077																				5.97	%			*
FMR Corp.(14)			38,515,187																				9.25	%			1.01	%

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Unvested

Class A Shares

Class B

Number of

Restricted

Receivable on

Shares

Class A

Class A

Exercise of

Issuable

% of Class A

Shares

Shares

Vested Options

Number of

upon

Shares (Voting

% of

(Voting and

(Voting

or Other

Class B

Exchange or

and Investment

Voting

Name and Address of

Investment

Power

Convertible

Shares

Conversion of

Power)

Power

Beneficial Owner

Power)(1)

Only)(2)

Securities(3)

Owned

Units(4)

(4)(5)

(5)(6)

Fidelity Management & Research Company(14)

14,961,471

20,487,601

8.12

%

*

Edward C. Johnson 3d(14)

38,515,187

9.25

%

1.01

%

Standard Pacific Capital LLC(15)

21,804,756

5.24

%

*

	(1)	Includes shares for which the named person has sole voting and investment power; or shared voting and investment power with a spouse. Does not include shares that may be acquired through exercise of options.
	(2)	Includes unvested shares of restricted stock issued under the Charter Communications, Inc. 2001 Stock Incentive Plan (including those issued in the February 2004 option exchange for those eligible employees who elected to participate), as to which the applicable director or employee has sole voting power but not investment power. Excludes certain performance units granted under the Charter 2001 Stock Incentive Plan with respect to which shares will not be issued until the third anniversary of the grant date and then only if Charter meets certain performance criteria (and which consequently do not provide the holder with any voting rights).
	(3)	Includes shares of Class A common stock issuable (a) upon exercise of options that have vested or will vest on or before March 1, 2006 under the 1999 Charter Communications Option Plan and the 2001 Stock Incentive Plan or (b) upon conversion of other convertible securities.
	(4)	Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The beneficial owners at December 31, 2005 of Class B common stock, Charter Holdco membership units and convertible senior notes of Charter are deemed to be beneficial owners of an equal number of shares of Class A common stock because such holdings are either convertible into Class A shares (in the case of Class B shares and convertible senior notes) or exchangeable (directly or indirectly) for Class A shares (in the case of the membership units) on a one-for-one basis. Unless otherwise noted, the named holders have sole investment and voting power with respect to the shares listed as beneficially owned. As a result of the settlement of the CC VIII dispute, Mr. Allen received an accreting note exchangeable as of December 31, 2005 for 24,662,333 Charter Holdco units. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.”
	(5)	The calculation of this percentage assumes for each person that:

	•	416,204,671 shares of Class A common stock are issued and outstanding as of December 31, 2005;
	•	50,000 shares of Class B common stock held by Mr. Allen have been converted into shares of Class A common stock;
	•	the acquisition by such person of all shares of Class A common stock that such person or affiliates of such person has the right to acquire upon exchange of membership units in subsidiaries or conversion of Series A Convertible Redeemable Preferred Stock or 5.875% or 4.75% convertible senior notes;
	•	the acquisition by such person of all shares that may be acquired upon exercise of options to purchase shares or exchangeable membership units that have vested or will vest by March 1, 2006; and
	•	that none of the other listed persons or entities has received any shares of Class A common stock that are issuable to any of such persons pursuant to the exercise of options or otherwise.

	A person is deemed to have the right to acquire shares of Class A common stock with respect to options vested under the 1999 Charter Communications Option Plan. When vested, these options

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	are exercisable for membership units of Charter Holdco, which are immediately exchanged on a one-for-one basis for shares of Class A common stock. A person is also deemed to have the right to acquire shares of Class A common stock issuable upon the exercise of vested options under the 2001 Stock Incentive Plan.

	(6)	The calculation of this percentage assumes that Mr. Allen’s equity interests are retained in the form that maximizes voting power (i.e., the 50,000 shares of Class B common stock held by Mr. Allen have not been converted into shares of Class A common stock; that the membership units of Charter Holdco owned by each of Vulcan Cable III Inc. and Charter Investment, Inc. have not been exchanged for shares of Class A common stock).
	(7)	The total listed includes:

	•	247,481,191 membership units in Charter Holdco held by Charter Investment, Inc.; and
	•	116,313,173 membership units in Charter Holdco held by Vulcan Cable III Inc.

The listed total includes 24,662,333 shares of Class A common stock issuable as of December 31, 2005 upon exchange of units of Charter Holdco, which are issuable to Charter Investment, Inc. (which is owned by Mr. Allen) as a consequence of the settlement of the CC VIII dispute. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.” The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.

	(8)	Includes 247,481,191 membership units in Charter Holdco, which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to shares of Class A common stock on a one-for-one basis. The address of this person is: Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO 63131.
	(9)	Includes 116,313,173 membership units in Charter Holdco, which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to shares of Class A common stock on a one-for-one basis. The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.

(10)	Mr. Vogel terminated his employment effective on January 17, 2005. His stock options and restricted stock shown in this table continued to vest until December 31, 2005, and his options will be exercisable for another 60 days thereafter.
(11)	The equity ownership reported in this table is based upon the holder’s Schedule 13G filed with the SEC March 28, 2005. The address of this person is 712 Fifth Avenue, 42nd Floor, New York, New York 10019. Mr. Bommer is the managing member of SAB Capital Advisors, L.L.C., which serves as general partner of SAB Capital Partners, L.P. and SAB Capital Partners II, L.P. (which in turn collectively hold 10,124,695 shares of Class A common stock). Mr. Bommer is also the managing member of SAB Capital Management, L.L.C., which serves as general partner of SAB Overseas Capital Management, L.P. (which in turn serves as investment manager to and has investment discretion over the securities held by a holder of 8,113,049 shares of Class A common stock).
(12)	The equity ownership reported in this table is based upon the holder’s Schedule 13G filed with the SEC June 3, 2005. The address of the principal business office of the reporting person is: 399 Park Avenue, Floor 39, New York, New York 10022. The shares shown consist of: (A) 1,669,400 shares held for the account of Glenview Capital Partners; (B) 5,991,000 shares held for the account of Glenview Capital Master Fund; and (C) 12,243,100 shares held for the account of Glenview Institutional Partners. Glenview Capital Management serves as investment manager to each of Glenview Capital Partners, Glenview Institutional Partners, and Glenview Capital Master Fund. Glenview Capital GP is the general partner of Glenview Capital Partners and Glenview Institutional Partners. Glenview Capital GP also serves as the sponsor of the Glenview Capital Master Fund.

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	Mr. Robbins is the Chief Executive Officer of Glenview Capital Management and Glenview Capital GP.
(13)	The equity ownership reported in this table is based upon the holder’s Schedule 13G filed with the SEC May 23, 2005. The business address of the reporting person is: 1301 First Avenue, Suite 201, Seattle, WA 98101. Steelhead Partners, LLC acts as general partner of J-K Navigator Fund, L.P., and J. Michael Johnston and Brian K. Klein act as the member-managers of Steelhead Partners, LLC. Accordingly, shares shown as beneficially held by Steelhead Partners, LLC, Mr. Johnston and Mr. Klein include shares beneficially held by J-K Navigator Fund, L.P.
(14)	The equity ownership reported in this table is based on the holder’s Schedule 13G filed with the SEC on September 12, 2005. The address of the person is: 82 Devonshire Street, Boston, Massachusetts 02109. Fidelity Management & Research Company is a wholly-owned subsidiary of FMR Corp. and is the beneficial owner of 35,449,072 shares as a result of acting as investment adviser to various investment companies and includes: 20,487,601 shares resulting from the assumed conversion of 5.875% senior notes. Edward C. Johnson 3d, chairman of FMR Corp., and FMR Corp. each has sole power to dispose of 38,515,187 shares.
(15)	The equity ownership in this table is based upon the holder’s Schedule 13G filed with the SEC on November 9, 2005. The address of the reporting person is: 101 California Street, 36th Floor, San Francisco, CA 94111.

		Number of Securities								Number of Securities
		to be Issued				Weighted Average				Remaining Available
		Upon Exercise of				Exercise Price of				for Future Issuance
		Outstanding Options,				Outstanding Options,				Under Equity
Plan Category		Warrants and Rights				Warrants and Rights				Compensation Plans
Equity compensation plans approved by security holders			29,126,744	(1)		$	4.47				42,758,409
Equity compensation plans not approved by security holders			289,268	(2)		$	3.91				—
TOTAL			29,416,012			$	4.46				42,758,409

(1)	This total does not include 4,252,570 shares issued pursuant to restricted stock grants made under our 2001 Stock Incentive Plan, which were subject to vesting based on continued employment or 11,258,256 performance shares issued under our LTIP plan, which are subject to vesting based on continued employment and Charter’s achievement of certain performance criteria.
(2)	Includes shares of Class A common stock to be issued upon exercise of options granted pursuant to an individual compensation agreement with a consultant.

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	•	Transactions in which Mr. Allen has an interest that arise directly out of Mr. Allen’s investment in Charter and Charter Holdco. A large number of the transactions described below arise out of Mr. Allen’s direct and indirect (through Charter Investment, Inc., or the Vulcan entities, each of which Mr. Allen controls) investment in Charter and its subsidiaries, as well as commitments made as consideration for the investments themselves.
	•	Transactions with third party providers of products, services and content in which Mr. Allen has or had a material interest. Mr. Allen has had numerous investments in the areas of technology and media. We have a number of commercial relationships with third parties in which Mr. Allen has or had an interest.
	•	Other Miscellaneous Transactions. We have a limited number of transactions in which certain of the officers, directors and principal shareholders of Charter and its subsidiaries, other than Mr. Allen, have an interest.

Transaction		Interested Related Party		Description of Transaction
Intercompany Management Arrangements		Paul G. Allen		Subsidiaries of Charter Holdco paid Charter approximately $84 million, $90 million and $95 million for management services rendered in 2003 and 2004 and for the nine months ended September 30, 2005, respectively.
Mutual Services Agreement		Paul G. Allen		Charter paid Charter Holdco approximately $73 million, $74 million and $64 million for services rendered in 2003 and 2004 and for the nine months ended September 30, 2005, respectively.
Previous Management Agreement		Paul G. Allen		No fees were paid in 2003, 2004 or 2005, although total management fees accrued and payable to Charter Investment, Inc., exclusive of interest, were approximately $14 million at December 31, 2003 and 2004 and September 30, 2005.

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Transaction		Interested Related Party		Description of Transaction
Channel Access Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		At Vulcan Ventures’ request, we will provide Vulcan Ventures with exclusive rights for carriage on eight of our digital cable channels as partial consideration for a 1999 capital contribution of approximately $1.3 billion.
Equity Put Rights		Paul G. Allen		Certain sellers of cable systems that we acquired were granted, or previously had the right, as described below, to put to Paul Allen equity in us (in the case of Rifkin and Falcon), Charter Holdco (in the case of Rifkin) and CC VIII, LLC (in the case of Bresnan) and a preferred membership interest (in the case of Charter Helicon, LLC) issued to such sellers in connection with such acquisitions.
Previous Funding Commitment of Vulcan Inc		Paul G. Allen W. Lance Conn Jo Allen Patton		Pursuant to a commitment letter dated April 14, 2003, Vulcan Inc., which is an affiliate of Paul Allen, agreed to lend, under certain circumstances, or cause an affiliate to lend to Charter Holdings or any of its subsidiaries a total amount of up to $300 million, which amount included a subfacility of up to $100 million for the issuance of letters of credit. In November 2003, the commitment was terminated. We incurred expenses to Vulcan Inc. totaling $5 million in connection with the commitment prior to termination.
TechTV Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton Larry W. Wangberg		We recorded approximately $1 million, $5 million and $1 million from TechTV under the affiliation agreement in 2003 and 2004 and for the nine months ended September 30, 2005, respectively, related to launch incentives as a reduction of programming expense. We paid TechTV approximately $80,600, $2 million and $2 million in 2003 and 2004 and for the nine months ended September 30, 2005, respectively.

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Transaction		Interested Related Party		Description of Transaction
Oxygen Media Corporation Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid Oxygen Media approximately $9 million, $13 million and $7 million under a carriage agreement in exchange for programming in 2003 and 2004 and for the nine months ended September 30, 2005, respectively. We recorded approximately $1 million, $1 million and $0.1 million in 2003 and 2004 and the nine months ended September 30, 2005, respectively, from Oxygen Media related to launch incentives as a reduction of programming expense. We received 1 million shares of Oxygen Preferred Stock with a liquidation preference of $33.10 per share in March 2005. We recognized approximately $9 million, $13 million and $2 million as a reduction of programming expense in 2003 and 2004 and for the nine months ended September 30, 2005, respectively, in recognition of the guaranteed value of the investment.
Portland Trail Blazers Carriage Agreement		Paul G. Allen		We paid approximately $135,200, $96,100 and $116,500 for rights to carry the cable broadcast of certain Trail Blazers basketball games in 2003 and 2004 and for the nine months ended September 30, 2005, respectively.
Digeo, Inc. Broadband Carriage Agreement		Paul G. Allen Carl E. Vogel Jo Allen Patton W. Lance Conn Michael J. Lovett		We paid Digeo approximately $4 million, $3 million and $2 million for customized development of the i-channels and the local content tool kit in 2003 and 2004 and for the nine months ended September 30, 2005, respectively. We entered into a license agreement in 2004 for the Digeo software that runs DVR units purchased from a third party. We paid approximately $0.5 million and $1 million in license and maintenance fees in 2004 and for the nine months ended September 30, 2005, respectively. In 2004 we executed a purchase agreement for the purchase of up to 70,000 DVR units and a related software license agreement, both subject to satisfaction of certain conditions. We paid approximately $0 and $9 million in capital purchases in 2004 and the nine months ended September 30, 2005, respectively.

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Transaction		Interested Related Party		Description of Transaction
Viacom Networks		Jonathan L. Dolgen		We are party to certain affiliation agreements with networks of New Viacom and CBS Corporation, pursuant to which they provide Charter with programming for distribution via our cable systems. For the years ended December 31, 2003 and 2004 and for the nine months ended September 30, 2005, Charter paid Old Viacom approximately $188 million, $194 million and $150 million, respectively, for programming, and Charter recorded as receivables approximately $5 million, $8 million and $15 million from Old Viacom for launch incentives and marketing support for the years ended December 31, 2003 and 2004 and for the nine months ended September 30, 2005, respectively.
Payment for relatives’ services		Carl E. Vogel		Since June 2003, Mr. Vogel’s brother-in-law has been an employee of Charter Holdco and has received a salary commensurate with his position in the engineering department.
Radio advertising		Marc B. Nathanson		We believe that, through a third party advertising agency, we have paid approximately $67,300, $49,300 and $55,500 in 2003 and 2004 and for the nine months ended September 30, 2005, respectively, to Mapleton Communications, an affiliate of Mapleton Investments, LLC.
Enstar Limited Partnership Systems Purchase and Management Services		Charter officers who were appointed by a Charter subsidiary (as general partner) to serve as officers of Enstar limited partnerships		Certain of our subsidiaries purchased certain assets of the Enstar Limited Partnerships for approximately $63 million in 2002. We also earned approximately $469,300, $0 and $0 in 2003 and 2004 and for the nine months ended September 30, 2005, respectively, by providing management services to the Enstar Limited Partnerships.
Indemnification Advances		Directors and current and former officers named in certain legal proceedings		Charter reimbursed certain of its current and former directors and executive officers a total of approximately $8 million, $3 million and $15,700 for costs incurred in connection with litigation matters in 2003 and 2004 and for the nine months ended September 30, 2005, respectively.

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	Intercompany Management Arrangements

	Mutual Services Agreement

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	Previous Management Agreement with Charter Investment, Inc.

	Vulcan Ventures Channel Access Agreement

	Equity Put Rights

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	Previous Funding Commitment of Vulcan Inc.

	Allocation of Business Opportunities with Mr. Allen

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	TechTV, Inc.

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	Oxygen Media Corporation

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	Portland Trail Blazers

	Digeo, Inc.

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	Viacom Networks

	Payments for Relatives’ Services

	Radio Advertising

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	Purchase of Certain Enstar Limited Partnership Systems; Management Fees

	Indemnification Advances

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			Actual								Actual												Start date for
			September 30, 2005								December 31, 2004												cash interest
																			Interest				payment on
			Principal				Accreted				Principal				Accreted				payment				discount				Maturity
Long-Term Debt(b)			amount				value(a)				amount				value(a)				dates				notes				date(b)
Renaissance:
	10.000% senior discount notes due 2008		$	114			$	115			$	114			$	116				4/15 & 10/15				10/15/03				4/15/08
CC V Holdings:
	11.875% senior discount notes due 2008(c)			—				—				113				113				6/1 & 12/1				6/1/04				12/1/08
Charter Operating:
	Credit facilities			5,513				5,513				5,515				5,515
	8% senior second lien notes due 2012			1,100				1,100				1,100				1,100				4/30 & 10/30								4/30/12
	83/8% senior second lien notes due 2014			733				733				400				400				4/30 & 10/30								4/30/14
CCO Holdings:
	8.750% senior notes due 2013			800				794				500				500				5/15 & 11/15								11/15/13
	Senior floating rate notes due 2010			550				550				550				550				3/15, 6/15,								12/15/10
																				9/15 & 12/15
CCH II:
	10.250% senior notes due 2010			1,601				1,601				1,601				1,601				3/15 & 9/15								9/15/10
CCH I(a):
	11.00% senior notes due 2015			3,525				3,686				—				—				4/1 & 10/1								10/1/15
CIH(a):
	11.125% senior notes due 2014			151				151				—				—				1/15 & 7/15								1/15/14
	9.920% senior discount notes due 2014			471				471				—				—				4/1 & 10/1								4/1/14
	10.000% senior notes due 2014			299				299				—				—				5/15 & 11/15								5/15/14
	11.750% senior discount notes due 2014			815				759				—				—				5/15 & 11/15				11/15/06				5/15/14
	13.500% senior discount notes due 2014			581				559				—				—				1/15 & 7/15				7/15/06				1/15/14
	12.125% senior discount notes due 2015			217				187				—				—				1/15 & 7/15				7/15/07				1/15/15
Charter Holdings:
	8.250% senior notes due 2007			105				105				451				451				4/1 & 10/1								4/1/07
	8.625% senior notes due 2009			292				292				1,244				1,243				4/1 & 10/1								4/1/09
	9.920% senior discount notes due 2011			198				198				1,108				1,108				4/1&10/1				10/1/04				4/1/11
	10.000% senior notes due 2009			154				154				640				640				4/1 & 10/1								4/1/09
	10.250% senior notes due 2010			49				49				318				318				1/15 & 7/15								1/15/10
	11.750% senior discount notes due 2010			43				43				450				448				1/15 & 7/15				7/15/05				1/15/10
	10.750% senior notes due 2009			131				131				874				874				4/1 & 10/1								10/1/09
	11.125% senior notes due 2011			217				217				500				500				1/15 & 7/15								1/15/11
	13.500% senior discount notes due 2011			94				91				675				589				1/15 & 7/15				7/15/06				1/15/11
	9.625% senior notes due 2009			107				107				640				638				5/15 & 11/15								11/15/09
	10.000% senior notes due 2011			137				136				710				708				5/15 & 11/15								5/15/11
	11.750% senior discount notes due 2011			125				116				939				803				5/15 & 11/15				11/15/06				5/15/11
	12.125% senior discount notes due 2012			113				97				330				259				1/15 & 7/15				7/15/07				1/15/12
			$	18,235			$	18,254			$	18,772			$	18,474

(a)		The accreted value presented above represents the principal amount of the notes less the original issue discount at the time of sale plus the accretion to the balance sheet date. The accreted value of CIH notes and CCH I notes issued in exchange for Charter Holdings notes are recorded in accordance with GAAP. GAAP requires that the CIH notes issued in exchange for Charter Holdings notes and the CCH I notes issued in exchange for the 8.625% Charter Holdings notes due 2009 be recorded at the historical book values of the Charter Holdings notes as opposed to the current accreted value for legal purposes and notes indenture purposes (which, for both purposes, is the amount that would

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		become payable if the debt becomes immediately due). As of September 30, 2005, the accreted value of our parent companies’ debt for legal purposes and notes and indentures purposes is $17.7 billion.
(b)		In general, the obligors have the right to redeem all of the notes set forth in the above table (except with respect to the Charter Holdings notes with terms of eight years) in whole or part at their option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest. For additional information, see Note 9 to our consolidated financial statements included elsewhere in this prospectus.
(c)		On March 14, 2005, CC V Holdings, LLC redeemed all of its outstanding notes, at 103.958% of principal amount, plus accrued and unpaid interest to the date of redemption. We are not required to redeem any of the other notes listed above prior to their stated maturity dates.

	Charter Operating Credit Facilities — General

	•	provide borrowing availability of up to $6.5 billion;
	•	provide for two term facilities:

	(i) a Term A facility with a total principal amount of $2.0 billion, of which 12.5% matures in 2007, 30% matures in 2008, 37.5% matures in 2009 and 20% matures in 2010; and
	(ii) a Term B facility with a total principal amount of $3.0 billion, which shall be repayable in 27 equal quarterly installments aggregating in each loan year to 1% of the original amount of the Term B facility, with the remaining balance due at final maturity in 2011; and

	•	provide for a revolving credit facility, in a total amount of $1.5 billion, with a maturity date in 2010.

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	Charter Operating Credit Facilities — Restrictive Covenants

	(i) the failure to make payments when due or within the applicable grace period,
	(ii) the failure to comply with specified covenants, including but not limited to a covenant to deliver audited financial statements with an unqualified opinion from our independent auditors,
	(iii) the failure to pay or the occurrence of events that cause or permit the acceleration of other indebtedness owing by CCO Holdings, Charter Operating or Charter Operating’s subsidiaries in amounts in excess of $50 million in aggregate principal amount,

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	(iv) the failure to pay or the occurrence of events that result in the acceleration of other indebtedness owing by certain of CCO Holdings’ direct and indirect parent companies in amounts in excess of $200 million in aggregate principal amount,
	(v) Paul Allen and/or certain of his family members and/or their exclusively owned entities (collectively, the “Paul Allen Group”) ceasing to have the power, directly or indirectly, to vote at least 35% of the ordinary voting power of Charter Operating,
	(vi) the consummation of any transaction resulting in any person or group (other than the Paul Allen Group) having power, directly or indirectly, to vote more than 35% of the ordinary voting power of Charter Operating, unless the Paul Allen Group holds a greater share of ordinary voting power of Charter Operating,
	(vii) certain of Charter Operating’s indirect or direct parent companies having indebtedness in excess of $500 million aggregate principal amount which remains undefeased three months prior to the final maturity of such indebtedness, and
	(viii) Charter Operating ceasing to be a wholly-owned direct subsidiary of CCO Holdings, except in certain very limited circumstances.

	Charter Communications Holdings, LLC Notes

	March 1999 Charter Holdings Notes

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	January 2000 Charter Holdings Notes

	January 2001 Charter Holdings Notes

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	May 2001 Charter Holdings Notes

	January 2002 Charter Holdings Notes

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	Summary of Restrictive Covenants Under the Charter Holdings High-Yield Notes

	•	up to $3.5 billion of debt under credit facilities,
	•	up to $75 million of debt incurred to finance the purchase or capital lease of new assets,
	•	up to $300 million of additional debt for any purpose,
	•	additional debt in an amount equal to 200% of new cash equity proceeds received by Charter Holdings and its restricted subsidiaries since March 1999, the date of its first indenture, and not allocated for restricted payments or permitted investments, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

	•	Charter Holdings and its restricted subsidiaries are generally permitted to pay dividends on equity interests, repurchase interests, or make other specified restricted payments only if, after giving pro forma effect to the transaction, the Charter Holdings Leverage Ratio would be below 8.75 to 1.0 and if no default exists or would exist as a consequence of such incurrence. If those conditions are met, restricted payments in a total amount of up to 100% of Charter Holdings’ consolidated

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		EBITDA, as defined, minus 1.2 times its consolidated interest expense, plus 100% of new cash and non-cash equity proceeds received by Charter Holdings and not allocated to the debt incurrence covenant or to permitted investments, all cumulatively from March 1999, the date of the first Charter Holdings indenture, plus $100 million.

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year,
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in Charter Holdings or its restricted subsidiaries, or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by Charter Holdings in restricted subsidiaries or by restricted subsidiaries in Charter Holdings,
	•	investments in productive assets (including through equity investments) aggregating up to $150 million since March 1999,
	•	investments aggregating up to 100% of new cash equity proceeds received by Charter Holdings since March 1999 and not allocated to the debt incurrence or restricted payments covenant, and
	•	other investments aggregating up to $50 million since March 1999.

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	CCH II, LLC Notes

	•	up to $9.75 billion of debt under credit facilities, including debt under credit facilities outstanding on the issue date of the CCH II notes,

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	•	up to $75 million of debt incurred to finance the purchase or capital lease of new assets,
	•	up to $300 million of additional debt for any purpose, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in CCH II or its restricted subsidiaries;
	•	regardless of the existence of any default, to pay interest when due on Charter Holdings notes, to pay, so long as there is no default, interest on the convertible senior notes of Charter, to purchase, redeem or refinance, so long as CCH II could incur $1.00 of indebtedness under the 5.5 to 1.0 leverage ratio test referred to above and there is no default, Charter Holdings notes, Charter notes, and other direct or indirect parent company notes (including the CCH II notes);
	•	to make distributions in connection with the private exchanges pursuant to which the CCH II notes were issued; and
	•	other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by CCH II and its restricted subsidiaries in CCH II and in other restricted subsidiaries, or entities that become restricted subsidiaries as a result of the investment;
	•	investments aggregating up to 100% of new cash equity proceeds received by CCH II since September 23, 2003 to the extent the proceeds have not been allocated to the restricted payments covenant described above;

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	•	investments resulting from the private exchanges pursuant to which the CCH II notes were issued;
	•	other investments up to $750 million outstanding at any time; and
	•	certain specified additional investments, such as investments in customers and suppliers in the ordinary course of business and investments received in connection with permitted asset sales.

	CCO Holdings, LLC Notes and Bridge Loan

	83/4% Senior Notes Due 2013

	Senior Floating Rate Notes Due 2010

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	83/4% Senior Notes due 2013

	Additional Terms of the CCO Holdings Senior Notes and Senior Floating Rate Notes

	•	up to $9.75 billion of debt under credit facilities, including debt under credit facilities outstanding on the issue date of the CCO Holdings senior notes;
	•	up to $75 million of debt incurred to finance the purchase or capital lease of new assets;

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	•	up to $300 million of additional debt for any purpose; and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

	•	CCO Holdings and its restricted subsidiaries are permitted to pay dividends on equity interests, repurchase interests, or make other specified restricted payments only if CCO Holdings can incur $1.00 of new debt under the leverage ratio test, which requires that CCO Holdings meet a 4.5 to 1.0 leverage ratio after giving effect to the transaction, and if no default exists or would exist as a consequence of such incurrence. If those conditions are met, restricted payments are permitted in a total amount of up to 100% of CCO Holdings’ consolidated EBITDA, as defined, minus 1.3 times its consolidated interest expense, plus 100% of new cash and appraised non-cash equity proceeds received by CCO Holdings and not allocated to the debt incurrence covenant, all cumulatively from the fiscal quarter commenced on October 1, 2003, plus $100 million.

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	to pay, regardless of the existence of any default, pass-through tax liabilities in respect of ownership of equity interests in Charter Holdings or its restricted subsidiaries;
	•	to pay, regardless of the existence of any default, interest when due on Charter Holdings notes and our notes;
	•	to pay, so long as there is no default, interest on the Charter convertible notes;
	•	to purchase, redeem or refinance Charter Holdings notes, CCH II notes, Charter notes, and other direct or indirect parent company notes, so long as CCO Holdings could incur $1.00 of indebtedness under the 4.5 to 1.0 leverage ratio test referred to above and there is no default; or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by CCO Holdings and its restricted subsidiaries in CCO Holdings and in other restricted subsidiaries, or entities that become restricted subsidiaries as a result of the investment,
	•	investments aggregating up to 100% of new cash equity proceeds received by CCO Holdings since November 10, 2003 to the extent the proceeds have not been allocated to the restricted payments covenant described above,

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	•	other investments up to $750 million outstanding at any time, and
	•	certain specified additional investments, such as investments in customers and suppliers in the ordinary course of business and investments received in connection with permitted asset sales.

	Bridge Loan

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	Charter Communications Operating, LLC Notes

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	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding senior notes of CCO Holdings and CCO Holdings Capital Corp. (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding senior notes of CCH II and CCH II Capital Corp., the outstanding senior notes and senior discount notes of Charter Holdings, the outstanding convertible senior notes of Charter and any future indebtedness of parent companies of CCO Holdings (but subject to provisions in the Charter Operating indenture that permit interest and, subject to meeting the 4.25 to 1.0 leverage ratio test, principal payments to be made thereon); and
	•	senior in right of payment to any future subordinated indebtedness of such guarantor.

	•	up to $6.5 billion of debt under credit facilities (but such incurrence is permitted only by Charter Operating and its restricted subsidiaries that are guarantors of the Charter Operating notes, so long as there are such guarantors), including debt under credit facilities outstanding on the issue date of the Charter Operating notes;
	•	up to $75 million of debt incurred to finance the purchase or capital lease of assets;
	•	up to $300 million of additional debt for any purpose, and
	•	other items of indebtedness for specific purposes such as refinancing of existing debt and interest rate swaps to provide protection against fluctuation in interest rates and, subject to meeting the leverage ratio test, debt existing at the time of acquisition of a restricted subsidiary.

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	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in Charter Operating or its restricted subsidiaries;
	•	to pay, regardless of the existence of any default, interest when due on the Charter Holdings notes, the CCH II notes and the CCO Holdings notes;
	•	to pay, so long as there is no default, interest on the Charter convertible notes;
	•	to purchase, redeem or refinance the Charter Holdings notes, CCH II notes, the CCO Holdings notes, the Charter notes, and other direct or indirect parent company notes, so long as Charter Operating could incur $1.00 of indebtedness under the 4.25 to 1.0 leverage ratio test referred to above and there is no default, or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by Charter Operating and its restricted subsidiaries in Charter Operating and in other restricted subsidiaries, or entities that become restricted subsidiaries as a result of the investment,
	•	investments aggregating up to 100% of new cash equity proceeds received by Charter Operating since April 27, 2004 to the extent the proceeds have not been allocated to the restricted payments covenant described above,
	•	other investments up to $750 million outstanding at any time, and
	•	certain specified additional investments, such as investments in customers and suppliers in the ordinary course of business and investments received in connection with permitted asset sales.

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	•	with certain exceptions, all capital stock (limited in the case of capital stock of foreign subsidiaries, if any, to 66% of the capital stock of first tier foreign Subsidiaries) held by Charter Operating or any guarantor; and
	•	with certain exceptions, all intercompany obligations owing to Charter Operating or any guarantor.

	CC V Holdings, LLC Notes

	Renaissance Media Notes

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	•	if, after giving effect to the incurrence, Renaissance Media Group could meet a leverage ratio (ratio of consolidated debt to four times consolidated EBITDA, as defined, from the most recent quarter) of 6.75 to 1.0, and, regardless of whether the leverage ratio could be met,
	•	up to the greater of $200 million or 4.5 times Renaissance Media Group’s consolidated annualized EBITDA, as defined,
	•	up to an amount equal to 5% of Renaissance Media Group’s consolidated total assets to finance the purchase of new assets,
	•	up to two times the sum of (a) the net cash proceeds of new equity issuances and capital contributions, and (b) 80% of the fair market value of property received by Renaissance Media Group or an issuer as a capital contribution, in each case received after the issue date of the Renaissance notes and not allocated to make restricted payments, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt and interest rate swaps to provide protection against fluctuation in interest rates.

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			Actual								Actual
			September 30,								December 31,
			2005								2004												Start date for
																			Interest				cash interest
			Principal				Accreted				Principal				Accreted				payment				payment on				Maturity
			amount				value(a)				amount				value(a)				dates				discount notes				date(b)
Charter Communications, Inc.:
	4.750% convertible senior notes due 2006(c)		$	25			$	25			$	156			$	156				12/1 & 6/1								6/1/06
	5.875% convertible senior notes due 2009(c)			863				841				863				834				5/16 & 11/16								11/16/09
			$	888			$	866			$	1,019			$	990

(a)		The accreted value presented above represents the principal amount of the notes less the original issue discount at the time of sale plus the accretion to the balance sheet date.
(b)		In general, the obligors have the right to redeem the 4.750% convertible senior notes due 2006 in whole or part at their option, beginning at various times prior to its stated maturity date, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest. The 5.875% convertible senior notes are redeemable if the closing price of Charter’s Class A common stock exceeds the conversion price by certain percentages as described below.
(c)		The 5.875% convertible senior notes and the 4.75% convertible senior notes are convertible at the option of the holder into shares of Charter Class A common stock at an initial conversion rate of 413.2231 and 38.0952 shares, respectively, per $1,000 principal amount of notes, which is equivalent to a price of $2.42 and $26.25 per share, respectively. Certain anti-dilutive provisions cause adjustments to occur automatically upon the occurrence of specified events. Additionally, the conversion ratio may be adjusted by Charter when deemed appropriate.

	Charter Communications, Inc. Notes

	4.75% Convertible Senior Notes Due 2006

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	Charter 5.875% Convertible Senior Notes due 2009

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	CCHC, LLC Note

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	(a) existing law or applicable policy or interpretations of the staff of the Securities and Exchange Commission do not permit us to effect the exchange offer,
	(b) any holder of notes notifies us that either:

	(1) such holder is not eligible to participate in the exchange offer, or
	(2) such holder participates in the exchange offer and does not receive freely transferable new notes in exchange for tendered outstanding notes, or

	(c) the exchange offer is not completed within 240 days after September 28, 2005, we will, at our cost:

	•	file a shelf registration statement covering resales of the outstanding notes,
	•	use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act of 1933 at the earliest possible time, but no later than 90 days after the time such obligation to file arises, and
	•	use our reasonable best efforts to keep effective the shelf registration statement until the earlier of two years after the date as of which the Securities and Exchange Commission declares such shelf registration statement effective or the shelf registration otherwise becomes effective, or the time when all of the applicable outstanding notes are no longer outstanding.

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	(a) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer and not accept outstanding notes not previously accepted if any of the conditions set forth under “— Conditions” shall have occurred and shall not have been waived by us, if permitted to be waived by us, by giving oral or written notice of such delay, extension or termination to the exchange agent, or
	(b) to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the outstanding notes.

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	(a) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or
	(b) for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal, are required to be guaranteed, such guarantee must be by an eligible institution.

	(a) purchase or make offers for any outstanding notes that remain outstanding subsequent to the expiration date or, as set forth under “— Conditions,” to terminate the exchange offer in accordance with the terms of the registration rights agreement and
	(b) to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

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	(a) the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder or other person,
	(b) neither such holder nor such other person is engaged in or intends to engage in a distribution of the new notes,
	(c) neither such holder or other person has any arrangement or understanding with any person to participate in the distribution of such new notes, and
	(d) such holder or other person is not our “affiliate,” as defined under Rule 405 of the Securities Act of 1933, or, if such holder or other person is such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act of 1933 to the extent applicable.

	(a) whose outstanding notes are not immediately available or
	(b) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

	(1) The tender is made through an eligible institution;
	(2) prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the outstanding notes, the certificate number or numbers of such outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby, and guaranteeing that, within three business days after the expiration date, the letter of transmittal, or facsimile thereof or agent’s message in lieu of the letter of transmittal, together with the certificate(s) representing the outstanding notes to be tendered in proper form for transfer and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and
	(3) such properly completed and executed letter of transmittal (or facsimile thereof) together with the certificate(s) representing all tendered outstanding notes in proper form for transfer and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

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	(a) specify the name of the depositor, who is the person having deposited the outstanding notes to be withdrawn,
	(b) identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of such outstanding notes or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at The Depository Trust Company to be credited,
	(c) be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of such outstanding notes into the name of the depositor withdrawing the tender, and
	(d) Specify the name in which any such outstanding notes are to be registered, if different from that of the depositor. All questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued with respect to the outstanding notes withdrawn unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to its holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

	(1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders,
	(2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered such outstanding notes to withdraw their tendered outstanding notes, or
	(3) waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn. If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a

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	prospectus supplement that will be distributed to the holders, and we will extend the exchange offer as required by applicable law.

By Regular Mail or Overnight Courier:		By Hand:
Wells Fargo Bank, N.A.		Wells Fargo Bank, N.A
MAC #N9303-121		608 Second Avenue South
Corporate Trust Operations		Corporate Operations, 12th floor
6th and Marquette Avenue		Minneapolis, MN 55402
Minneapolis, MN 55479

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	•	to us, upon redemption of these notes or otherwise,
	•	so long as the outstanding notes are eligible for resale pursuant to Rule 144A under the Securities Act of 1933, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A,
	•	in accordance with Rule 144 under the Securities Act of 1933, or under another exemption from the registration requirements of the Securities Act of 1933, and based upon an opinion of counsel reasonably acceptable to us,
	•	outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act of 1933, or
	•	under an effective registration statement under the Securities Act of 1933,

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	•	will have been registered under the Securities Act;
	•	will not bear the restrictive legends restricting their transfer under the Securities Act; and
	•	will not contain the registration rights and additional interest provisions contained in the outstanding notes.

	•	11.125% Senior Accreting Notes due 2014 (the “11.125% CIH Notes”);
	•	9.920% Senior Accreting Notes due 2014 (the “9.920% CIH Notes”);
	•	10.00% Senior Accreting Notes due 2014 (the “10.00% CIH Notes”);
	•	11.75% Senior Accreting Notes due 2014 (the “11.750% CIH Notes”);
	•	13.50% Senior Accreting Notes due 2014 (the “13.50% CIH Notes”); and
	•	12.125% Senior Accreting Notes due 2015 (the “12.125% CIH Notes”).

	•	general unsecured obligations of the Issuers;
	•	effectively subordinated in right of payment to any future secured Indebtedness of the Issuers, to the extent of the value of the assets securing such Indebtedness;
	•	equal in right of payment to any future unsubordinated, unsecured Indebtedness of the Issuers;
	•	structurally senior to the outstanding notes and the outstanding convertible senior notes of Charter Communications, Inc.;

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	•	senior in right of payment to any future subordinated Indebtedness of the Issuers;
	•	structurally subordinated to all Indebtedness and other liabilities (including trade payables) of the Issuers’ subsidiaries, including Indebtedness under our subsidiaries’ credit facilities and the senior notes of CCH I, CCH II, CCO Holdings and CCO; and
	•	unconditionally guaranteed on a senior basis by the Parent Guarantor.

	•	is a general unsecured obligation of the Parent Guarantor;
	•	is pari passu in right of payment with all existing and future unsubordinated indebtedness of the Parent Guarantor, including the outstanding notes that remained outstanding following consummation of the Exchange Offers; and
	•	is senior in right of payment to any existing and future subordinated indebtedness of the Parent Guarantor.

	Principal, Maturity and Interest

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		Series of CIH Notes
		11.125%				9.920%				10.00%				11.75%				13.50%				12.125%
		CIH Notes				CIH Notes				CIH Notes				CIH Notes				CIH Notes				CIH Notes
Principal Amount issued per $1,000 Principal Amount		$	1,000			$	1,000			$	1,000			$	1,000			$	1,000			$	1,000
Principal Amount of outstanding notes		$	150,704,000			$	470,907,287			$	299,098,000			$	814,590,000			$	580,671,000			$	216,719,000
Maturity Date			January 15, 2014				April 1, 2014				May 15, 2014				May 15, 2014				January 15, 2014				January 15, 2015
Accretion per semi-annual period per $1,000 Principal Amount(1)		$	50			$	50			$	50			$	50			$	50			$	50
Cash Interest Rate (based on principal amount)			11.125%				9.920%				10.00%				11.750%				13.50%				12.125%
Date From Which Cash Interest First Accrues			Current				Current				Current				May 15, 2006				January 15, 2006				January 15, 2007
Interest Payment Dates		January 15 and July 15					April 1 and October 1			May 15 and November 15				May 15 and November 15				January 15 and July 15				January 15 and July 15
Interest Payment Record Dates		January 1 and July 1				March 15 and September 15				May 1 and November 1					May 1 and November 1				January 1 and July 1			January 1 and July 1

(1)	The accreted value of each series of CIH Notes was $800 per $1,000 principal amount as of September 28, 2005 and accretes on a straight line basis to $1,000 on September 30, 2007.

	11.125% CIH Notes:

Redemption Date		Percentage of Principal Amount
September 30, 2007 until January 14, 2008			103.708	%
January 15, 2008 until January 14, 2009			101.854	%
Thereafter			100.000	%

	9.920% CIH Notes:

Redemption Date		Percentage of Principal Amount
September 30, 2007 and Thereafter			100.000%

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	10.00% CIH Notes

Redemption Date		Percentage of Principal Amount
September 30, 2007 until May 14, 2008			103.333	%
May 15, 2008 until May 14, 2009			101.667	%
Thereafter			100.000	%

	11.75% CIH Notes

Redemption Date		Percentage of Principal Amount
September 30, 2007 until May 14, 2008			103.917	%
May 15, 2008 until May 14, 2009			101.958	%
Thereafter			100.000	%

	13.50% CIH Notes

Redemption Date		Percentage of Principal Amount
September 30, 2007 until January 14, 2008			104.500	%
January 15, 2008 until January 14, 2009			102.250	%
Thereafter			100.000	%

	12.125% CIH Notes

Redemption Date		Percentage of Principal Amount
September 30, 2007 until January 14, 2008			106.063	%
January 15, 2008 until January 14, 2009			104.042	%
January 15, 2009 until January 14, 2010			102.021	%
Thereafter			100.000	%

	Change of Control

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	(1) accept for payment all CIH Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
	(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all CIH Notes of each series or portions thereof so tendered; and
	(3) deliver or cause to be delivered to the trustee the CIH Notes of each series so accepted together with an officers’ certificate stating the aggregate principal amount of CIH Notes of such series or portions thereof being purchased by the Issuers.

	Asset Sales

	(1) CIH or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;
	(2) such fair market value is determined by the Board of Directors of CIH and evidenced by a resolution of such Board of Directors set forth in an officers’ certificate delivered to the trustee; and
	(3) at least 75% of the consideration therefor received by CIH or such Restricted Subsidiary is in the form of cash, Cash Equivalents or readily marketable securities.

	(a) any liabilities (as shown on CIH’s or such Restricted Subsidiary’s most recent balance sheet) of CIH or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the CIH Notes) that are assumed by the transferee of any such assets

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	pursuant to a customary novation agreement that releases CIH or such Restricted Subsidiary from further liability;
	(b) any securities, notes or other obligations received by CIH or any such Restricted Subsidiary from such transferee that are converted by the recipient thereof into cash, Cash Equivalents or readily marketable securities within 60 days after receipt thereof (to the extent of the cash, Cash Equivalents or readily marketable securities received in that conversion); and
	(c) Productive Assets.

	(1) to repay debt under the Credit Facilities or any other Indebtedness of the Restricted Subsidiaries of CIH (other than Indebtedness represented by a guarantee of a Restricted Subsidiary of CIH); or
	(2) to invest in Productive Assets; provided that any such amount of Net Proceeds which CIH or a Restricted Subsidiary has committed to invest in Productive Assets within 365 days of the applicable Asset Sale may be invested in Productive Assets within two years of such Asset Sale.

	(1) if any CIH Notes are listed, in compliance with the requirements of the principal national securities exchange on which the CIH Notes are listed; or
	(2) if the CIH Notes are not so listed, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.

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	•	“— Repurchase at the Option of Holders — Asset Sales,”
	•	“— Restricted Payments,”
	•	“— Investments,”
	•	“— Incurrence of Indebtedness and Issuance of Preferred Stock,”
	•	“— Dividend and Other Payment Restrictions Affecting Subsidiaries,”
	•	clause (D) of the first paragraph of “— Merger, Consolidation or Sale of Assets,”
	•	“— Transactions with Affiliates” and
	•	“— Sale and Leaseback Transactions.”

(1) declare or pay any dividend or make any other payment or distribution on account of its or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving CIH or any of its Restricted Subsidiaries) or to the direct or indirect holders of CIH’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (x) solely in Equity Interests (other than Disqualified Stock) of CIH or (y) in the case of CIH and its Restricted Subsidiaries, to CIH or a Restricted Subsidiary thereof);

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	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving CIH or any of its Restricted Subsidiaries) any Equity Interests of CIH or any direct or indirect Parent of CIH or any Restricted Subsidiary of CIH (other than, in the case of CIH and its Restricted Subsidiaries, any such Equity Interests owned by CIH or any of its Restricted Subsidiaries); or
	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of CIH that is subordinated to the CIH Notes, except a payment of interest or principal at the Stated Maturity thereof,

	(1) no Default or Event of Default under the CIH Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(2) CIH would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and
	(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by CIH and its Restricted Subsidiaries from and after the Charter Holdings Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the next succeeding paragraph), shall not exceed, at the date of determination, the sum of the following (the “Restricted Payments Basket”):

	(a) an amount equal to 100% of the Consolidated EBITDA of CIH for the period beginning on the Charter Holdings Issue Date to the end of CIH’s most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period, less the product of 1.2 times the Consolidated Interest Expense of CIH for such period, plus
	(b) an amount equal to 100% of Capital Stock Sale Proceeds less any amount of such Capital Stock Sale Proceeds used in connection with (i) an Investment made on or after the Charter Holdings Issue Date pursuant to clause (5) of the definition of “Permitted Investments” or (ii) the incurrence of Indebtedness pursuant to clause (9) of the definition of “Permitted Debt,” plus

	(c) $100 million.

	(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the CIH Indenture;
	(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of CIH in exchange for, or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of CIH) of Equity Interests of CIH (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;
	(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of CIH or any of its Restricted Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

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	(4) regardless of whether a Default then exists, the payment of any dividend or distribution made in respect of any calendar year or portion thereof during which CIH or any of its Subsidiaries is a Person that is not treated as a separate tax paying entity for United States federal income tax purposes by CIH and its Subsidiaries (directly or indirectly) to the direct or indirect holders of the Equity Interests of CIH or its Subsidiaries that are Persons that are treated as a separate tax paying entity for United States federal income tax purposes, in an amount sufficient to permit each such holder to pay the actual income taxes (including required estimated tax installments) that are required to be paid by it with respect to the taxable income of any Parent (through its direct or indirect ownership of CIH and/or its Subsidiaries), CIH, its Subsidiaries or any Unrestricted Subsidiary, as applicable, in any calendar year, as estimated in good faith by CIH or its Subsidiaries, as the case may be;
	(5) regardless of whether a Default then exists, the payment of any dividend by a Restricted Subsidiary of CIH to the holders of its common Equity Interests on a pro rata basis;
	(6) the payment of any dividend on the Helicon Preferred Stock or the redemption, repurchase, retirement or other acquisition of the Helicon Preferred Stock in an amount not in excess of its aggregate liquidation value;
	(7) the repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent necessary to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of CIH or a Parent of CIH held by any member of CIH’s, such Parent’s or any Restricted Subsidiary’s management pursuant to any management equity subscription agreement or stock option agreement entered into in accordance with the policies of CIH, any Parent or any Restricted Subsidiary; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10 million in any fiscal year of the Issuers;
	(8) payment of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to 1.25% of the transaction value of such acquisition, merger or similar transaction;
	(9) additional Restricted Payments directly or indirectly to any Parent (i) regardless of whether a Default exists (other than a Default described in paragraphs (1), (2), (7) or (8) under the caption “Events of Default and Remedies”), for the purpose of enabling Charter Holdings or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the Charter Holdings Indentures and/or any Charter Refinancing Indebtedness, (ii) for the purpose of enabling CCI and/or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the CCI Indentures and/or any Charter Refinancing Indebtedness and (iii) so long as CIH would have been permitted, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” (A) to the extent required to enable Charter Holdings, CCI or any Charter Refinancing Subsidiary to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire Indebtedness under the Charter Holdings Indentures, the CCI Indentures or any Charter Refinancing Indebtedness (including any expenses incurred by any Parent in connection therewith) or (B) consisting of purchases, redemptions or other acquisitions by CIH or its Restricted Subsidiaries of Indebtedness under the Charter Holdings Indentures, the CCI Indentures, or any Charter Refinancing Indebtedness (including any expenses incurred by CIH and its Restricted Subsidiaries in connection therewith) and the distribution, loan to or investment in any Parent of Indebtedness so purchased, redeemed or acquired; and
	(10) Restricted Payments that are part of the Exchange Offers.

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	(1) make any Restricted Investment; or
	(2) allow any of its Restricted Subsidiaries to become an Unrestricted Subsidiary, unless, in each case:

	(a) no Default or Event of Default under the CIH Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(b) CIH would, at the time of, and after giving effect to, such Restricted Investment or such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the applicable Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock.”

	Incurrence of Indebtedness and Issuance of Preferred Stock

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	(1) the incurrence by CIH and its Restricted Subsidiaries of Indebtedness under the Credit Facilities; provided that the aggregate principal amount of all Indebtedness of CIH and its Restricted Subsidiaries outstanding under this clause (1) for all Credit Facilities of CIH and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to $9.75 billion less the aggregate amount of all Net Proceeds from Asset Sales applied by CIH or any of its Restricted Subsidiaries after the Issue Date to repay any such Indebtedness under a Credit Facility pursuant to the covenant described under “— Repurchase at the Option of Holders — Asset Sales;”
	(2) the incurrence by CIH and its Restricted Subsidiaries of Existing Indebtedness (other than under Credit Facilities);
	(3) the incurrence on the Issue Date by CIH of Indebtedness represented by the CIH Notes (but not including any Additional CIH Notes);
	(4) the incurrence by CIH or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) of Productive Assets of CIH or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed, together with any related Permitted Refinancing Indebtedness permitted by clause (5) below, $75 million at any time outstanding;
	(5) the incurrence by CIH or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted by the CIH Indenture to be incurred under this clause (5), the first paragraph of this covenant or clauses (2), (3) or (4) of this paragraph;
	(6) the incurrence by CIH or any of its Restricted Subsidiaries of intercompany Indebtedness between or among CIH and any of its Restricted Subsidiaries; provided that:

	(a) if CIH is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the CIH Notes; and
	(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than CIH or a Restricted Subsidiary of CIH and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either CIH or a Restricted Subsidiary of CIH, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (6);

	(7) the incurrence by CIH or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the CIH Indenture to be outstanding;
	(8) the guarantee by CIH or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;
	(9) the incurrence by CIH or any of its Restricted Subsidiaries, of additional Indebtedness in an aggregate principal amount at any time outstanding, not to exceed an amount equal to (the “Equity Proceeds Basket”) 200% of the net cash proceeds received by CIH from the sale of its Equity Interests (other than Disqualified Stock) or a contribution to the common equity capital of CIH after the Charter Holdings Issue Date to the extent such net cash proceeds have not been applied to make

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	Restricted Payments or to effect other transactions pursuant to the covenant described above under the caption “— Restricted Payments” or to make Permitted Investments pursuant to clause (5) of the definition thereof;
	(10) the incurrence by CIH or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding under this clause (10) not to exceed $300 million; and
	(11) the accretion or amortization of original issue discount and the write up of Indebtedness in accordance with purchase accounting.

	(a) any Indebtedness or Preferred Stock of any Person existing at the time such Person is merged with or into or becomes a Subsidiary of CIH; provided that such Indebtedness or Preferred Stock was not incurred or issued in connection with, or in contemplation of, such Person merging with or into, or becoming a Subsidiary of, CIH, and
	(b) any Indebtedness or Preferred Stock of a Restricted Subsidiary issued in connection with, and as part of the consideration for, an acquisition, whether by stock purchase, asset sale, merger or otherwise, in each case involving such Restricted Subsidiary, which Indebtedness or Preferred Stock is issued to the seller or sellers of such stock or assets; provided that such Restricted Subsidiary is not obligated to register such Indebtedness or Preferred Stock under the Securities Act or obligated to provide information pursuant to Rule 144A under the Securities Act.

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	Liens

	Dividend and Other Payment Restrictions Affecting Subsidiaries

	(1) pay dividends or make any other distributions on its Capital Stock to CIH or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to CIH or any of its Restricted Subsidiaries;
	(2) make loans or advances to CIH or any of its Restricted Subsidiaries; or
	(3) transfer any of its properties or assets to CIH or any of its Restricted Subsidiaries.

	(1) Existing Indebtedness, contracts and other instruments as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, contracts or other instruments, as in effect on the Issue Date;
	(2) applicable law;
	(3) any instrument governing Indebtedness or Capital Stock of a Person acquired by CIH or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the CIH Indenture to be incurred;
	(4) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business;
	(5) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;
	(6) any agreement for the sale or other disposition of Capital Stock or assets of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending such sale or other disposition;
	(7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive at the time such restrictions become effective, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
	(8) Liens securing Indebtedness or other obligations otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption “— Liens” that limit the right of CIH or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

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	(9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
	(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
	(11) restrictions contained in the terms of Indebtedness or Preferred Stock permitted to be incurred under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that such restrictions are not materially more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually, of the Credit Facilities and other Existing Indebtedness as in effect on the Issue Date; and
	(12) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of CIH determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the CIH Notes.

	Merger, Consolidation or Sale of Assets

	(A) either:

	(i) such Issuer is the surviving Person; or
	(ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that if the Person formed by or surviving any such consolidation or merger with such Issuer is a Person other than a corporation, a corporate co-issuer shall also be an obligor with respect to the CIH Notes;

	(B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the CIH Notes and the CIH Indenture pursuant to agreements reasonably satisfactory to the trustee;
	(C) immediately after such transaction no Default or Event of Default exists; and
	(D) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period,

	(x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” or
	(y) have a Leverage Ratio immediately after giving effect to such consolidation or merger no greater than the Leverage Ratio immediately prior to such consolidation or merger.

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	Transactions with Affiliates

	(1) such Affiliate Transaction is on terms that are not less favorable to CIH or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by CIH or such Restricted Subsidiary with an unrelated Person; and
	(2) CIH delivers to the trustee:

	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CIH or any such Restricted Subsidiary in excess of $15 million, a resolution of the Board of Directors of CIH or CCI set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors; and
	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CIH or any such Restricted Subsidiary in excess of $50 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

	(1) any existing employment agreement and employee benefit arrangement (including stock purchase or option agreements, deferred compensation plans, and retirement, savings or similar plans) entered into by CIH or any of its Subsidiaries and any employment agreement and employee benefit arrangements entered into by CIH or any of its Restricted Subsidiaries in the ordinary course of business;
	(2) transactions between or among CIH and/or its Restricted Subsidiaries;
	(3) payment of reasonable directors fees to Persons who are not otherwise Affiliates of CIH, and customary indemnification and insurance arrangements in favor of directors, regardless of affiliation with CIH or any of its Restricted Subsidiaries;
	(4) payment of Management Fees;
	(5) Restricted Payments that are permitted by the provisions of the covenant described above under the caption “— Restricted Payments” and Restricted Investments that are permitted by the provisions of the covenant described above under the caption “— Investments”;
	(6) Permitted Investments;
	(7) transactions pursuant to agreements existing on the Issue Date, as in effect on the Issue Date, or as subsequently modified, supplemented, or amended, to the extent that any such modifications, supplements, or amendments comply with the applicable provisions of paragraph (1) of this covenant; and
	(8) contributions to the common equity capital of CIH or the issue or sale of Equity Interests of CIH.

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	Sale and Leaseback Transactions

	(1) CIH or such Restricted Subsidiary could have

	(a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Leverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and
	(b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens” or the definition of “Permitted Liens”; and

	(2) the transfer of assets in that sale and leaseback transaction is permitted by, and CIH or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

	Limitations on Issuances of Guarantees of Indebtedness

	(1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee (a “Subsidiary Guarantee”) of the payment of the CIH Notes by such Restricted Subsidiary, and
	(2) until one year after all the CIH Notes have been paid in full in cash, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against CIH or any other Restricted Subsidiary of CIH as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee or any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

	Payments for Consent

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	Reports

	(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of CIH of its independent public accountants; and
	(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports.

	(1) default for 30 consecutive days in the payment when due of interest on such series of the CIH Notes;
	(2) default in payment when due of the principal of or premium, if any, on such series of the CIH Notes;
	(3) failure by CIH or any of its Restricted Subsidiaries to comply with the provisions of the CIH Indenture described under the captions “— Repurchase at the Option of Holders — Change of Control” or “— Certain Covenants — Merger, Consolidation or Sale of Assets”;
	(4) failure by CIH or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Issuers by the trustee or to the Issuers and the trustee by holders of at least 25% of the aggregate principal amount of all of the series of the CIH Notes to which such failure relates outstanding to comply with any of their other covenants or agreements in the CIH Indenture;

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(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by CIH or any of its Restricted Subsidiaries (or the payment of which is guaranteed by CIH or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

	(a) is caused by a failure to pay at final stated maturity the principal amount on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
	(b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more;

	(6) failure by CIH or any of its Restricted Subsidiaries to pay final judgments which are nonappealable aggregating in excess of $100 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days;
	(7) CIH or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:

	(a) commences a voluntary case,
	(b) consents to the entry of an order for relief against it in an involuntary case,
	(c) consents to the appointment of a custodian of it or for all or substantially all of its property, or
	(d) makes a general assignment for the benefit of its creditors; or

	(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

	(a) is for relief against CIH or any of its Significant Subsidiaries in an involuntary case;
	(b) appoints a custodian of CIH or any of its Significant Subsidiaries or for all or substantially all of the property of CIH or any of its Significant Subsidiaries; or
	(c) orders the liquidation of CIH or any of its Significant Subsidiaries;

	and the order or decree remains unstayed and in effect for 60 consecutive days.

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	(1) the rights of holders of outstanding CIH Notes of such series to receive payments in respect of the principal of, premium, if any, and interest on the CIH Notes of such series when such payments are due from the trust referred to below;
	(2) the Issuers’ obligations with respect to the CIH Notes of such series concerning issuing temporary CIH Notes, registration of CIH Notes, mutilated, destroyed, lost or stolen CIH Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
	(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ obligations in connection therewith; and
	(4) the Legal Defeasance provisions of the CIH Indenture.

(1) the Issuers or the Parent Guarantor must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the CIH Notes of such series, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding CIH Notes of such series on the stated maturity or on the applicable redemption date, as the case may be, and the Issuers and the Parent Guarantor must specify whether the CIH Notes of such series will be defeased to maturity or to a particular redemption date;

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	(2) in the case of Legal Defeasance, the Issuers shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that

	(a) the Issuers and the Parent Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling or
	(b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding CIH Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

	(3) in the case of Covenant Defeasance, the Issuers or the Parent Guarantor shall have delivered to the trustee an opinion of counsel confirming that the holders of the outstanding CIH Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	(4) no Default or Event of Default under the CIH Indenture shall have occurred and be continuing either (a) on the date of such deposit with respect to such series (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;
	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the CIH Indenture) to which the Issuers or any of their Restricted Subsidiaries is a party or by which the Issuers or any of their Restricted Subsidiaries is bound;
	(6) the Issuers must have delivered to the trustee an opinion of counsel to the effect that after the 91st day, assuming no intervening bankruptcy, that no holder is an insider of either of the Issuers following the deposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of the Issuers in their capacities as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
	(7) the Issuers or the Parent Guarantor must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of the CIH Notes of such series over the other creditors of the Issuers or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers, the Parent Guarantor or others; and
	(8) the Issuers or the Parent Guarantor must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

	(a) have become due and payable or
	(b) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuers.

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	(1) reduce the principal amount of such CIH Notes, or change the definition of “Accreted Value”;
	(2) change the fixed maturity of such CIH Notes or reduce the premium payable upon redemption of such CIH Notes;
	(3) reduce the rate of or extend the time for payment of interest on such CIH Notes;
	(4) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on such CIH Notes (except a rescission of acceleration of the CIH Notes of any series by the holders of at least a majority in aggregate principal amount of the CIH Notes of such series and a waiver of the payment default that resulted from such acceleration);
	(5) make such CIH Notes payable in money other than that stated in such CIH Notes;
	(6) make any change in the provisions of the CIH Indenture relating to waivers of past Defaults applicable to any CIH Notes or the rights of holders thereof to receive payments of Accreted Value or principal of, or premium, if any, or interest on such CIH Notes;
	(7) waive a redemption payment with respect to such CIH Notes (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”); or
	(8) make any change in the preceding amendment and waiver provisions.

	(1) to cure any ambiguity, defect or inconsistency;
	(2) to provide for uncertificated CIH Notes in addition to or in place of certificated CIH Notes;
	(3) to provide for or confirm the issuance of Additional CIH Notes;
	(4) to provide for the assumption of the Issuers’ or the Parent Guarantor’s obligations to holders of CIH Notes of any series in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets;
	(5) to release any Subsidiary Guarantee in accordance with the provisions of the CIH Indenture;
	(6) to make any change that would provide any additional rights or benefits to the holders of CIH Notes of any series or that does not adversely affect the legal rights under the CIH Indenture of any such holder; or

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	(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the CIH Indenture under the Trust Indenture Act or otherwise as necessary to comply with applicable law.

	(1) if the specified date occurs on one or more of the following dates (each such date, other than the Issue Date, a “Semi-Annual Accrual Date”) the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

		Accreted
Date		Value
Issue Date		$	800.00
March 31, 2006		$	850.00
September 30, 2006		$	900.00
March 31, 2007		$	950.00
September 30, 2007		$	1,000.00

	(2) if the specified date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of

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	(a) the Accreted Value of such series on the Issue Date set forth above and
	(b) an amount equal to the product of

	(x) the Accreted Value for the first Semi-Annual Accrual Date less the Accreted Value on the Issue Date multiplied by
	(y) a fraction, the numerator of which is the number of days from the Issue Date to the specified date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months;

	(3) if the specified date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of

	(a) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such specified date and
	(b) an amount equal to the product of

	(x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the immediately preceding Semi-Annual Accrual Date multiplied by
	(y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the specified date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

	(4) if the specified date occurs after the last Semi-Annual Accrual Date, the Accreted Value will equal $1,000.

	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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	(1) if the specified date occurs on one or more of the following dates (each such date, other than the Issue Date, a “Semi-Annual Reference Date”) the Applicable Change of Control Premium will equal the amount set forth below for such Semi-Annual Reference Date:

		Applicable Change of
Date		Control Premium
Issue Date		$	200.00
March 31, 2006		$	152.50
September 30, 2006		$	105.00
March 31, 2007		$	57.50
September 30, 2007		$	10.00

	(2) if the specified date occurs before the first Semi-Annual Reference Date, the Applicable Change of Control Premium will equal the sum of

	(a) the Applicable Change of Control Premium of such series on the Issue Date set forth above minus
	(b) an amount equal to the product of

	(x) the Applicable Change of Control Premium on the Issue Date less the Applicable Change of Control Premium for the first Semi-Annual Reference Date multiplied by
	(y) a fraction, the numerator of which is the number of days from the Issue Date to the specified date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Reference Date, using a 360-day year of twelve 30-day months;

	(3) if the specified date occurs between two Semi-Annual Reference Dates, the Applicable Change of Control Premium will equal the sum of

	(a) the Applicable Change of Control Premium for the Semi-Annual Reference Date immediately preceding such specified date minus
	(b) an amount equal to the product of

	(x) the Applicable Change of Control Premium for the immediately preceding Semi- Annual Reference Date less the Applicable Change of Control Premium for the immediately following Semi-Annual Reference Date multiplied by
	(y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Reference Date to the specified date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

	(4) if the specified date occurs after the last Semi-Annual Reference Date, the Applicable Change of Control Premium will equal $10.00.

	(1) an Investment by CIH or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary of CIH or any of its Restricted Subsidiaries or shall be merged with or into CIH or any of its Restricted Subsidiaries, or
	(2) the acquisition by CIH or any of its Restricted Subsidiaries of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of

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	such Person or any other properties or assets of such Person other than in the ordinary course of business.

	(1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of the Cable Related Business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of CIH and its Subsidiaries, taken as a whole, will be governed by the provisions of the CIH Indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation, or Sale of Assets” and not by the provisions of the covenant described above under the caption “Repurchase at the Option of Holders — Asset Sales”; and
	(2) the issuance of Equity Interests by any Restricted Subsidiary of CIH or the sale by CIH or any Restricted Subsidiary of CIH of Equity Interests of any Restricted Subsidiary of CIH.

	(1) any single transaction or series of related transactions that:

	(a) involves assets having a fair market value of less than $100 million; or
	(b) results in net proceeds to CIH and its Restricted Subsidiaries of less than $100 million;

	(2) a transfer of assets between or among CIH and/or its Restricted Subsidiaries;
	(3) an issuance of Equity Interests by a Restricted Subsidiary of CIH to CIH or to another Wholly Owned Restricted Subsidiary of CIH;
	(4) a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments,” a Restricted Investment that is permitted by the covenant described above under the caption “— Certain Covenants — Investments” or a Permitted Investment;
	(5) the incurrence of Liens not prohibited by the CIH Indenture and the disposition of assets related to such Liens by the secured party pursuant to a foreclosure; and
	(6) any disposition of cash or Cash Equivalents.

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	(1) in the case of a corporation, corporate stock;
	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
	(4) any other interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

	(x) as a contribution to the common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock and other than issuances or sales to a Subsidiary of CIH) of CIH after the Charter Holdings Issue Date, or
	(y) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of CIH that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of CIH).

	(1) United States dollars;
	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition;
	(3) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having combined capital and surplus in excess of $500 million and a Thompson Bank Watch Rating at the time of acquisition of “B” or better;
	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
	(5) commercial paper having a rating at the time of acquisition of at least “P-1” from Moody’s or at least “A-1” from S&P and in each case maturing within twelve months after the date of acquisition;
	(6) corporate debt obligations maturing within twelve months after the date of acquisition thereof, rated at the time of acquisition at least “Aaa” or “P-1” by Moody’s or “AAA” or “A-1” by S&P;

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	(7) auction-rate Preferred Stocks of any corporation maturing not later than 45 days after the date of acquisition thereof, rated at the time of acquisition at least “Aaa” by Moody’s or “AAA” by S&P;
	(8) securities issued by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, maturing not later than six months after the date of acquisition thereof, rated at the time of acquisition at least “A” by Moody’s or S&P; and
	(9) money market or mutual funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition.

	(1) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of CIH and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than Paul G. Allen and the Related Parties;
	(2) the adoption of a plan relating to the liquidation or dissolution of CIH or a Parent (except the liquidation of any Parent into any other Parent);
	(3) the consummation of any transaction, including, without limitation, any merger or consolidation, the result of which is that any “person” (as defined above) other than Paul G. Allen and Related Parties becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of CIH or a Parent, measured by voting power rather than the number of shares, unless Paul G. Allen or a Related Party Beneficially Owns, directly or indirectly, a greater percentage of

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	Voting Stock of CIH or such Parent, as the case may be, measured by voting power rather than the number of shares, than such person;
	(4) after the Issue Date, the first day on which a majority of the members of the Board of Directors of CCI are not Continuing Directors;
	(5) CIH or a Parent consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, CIH or a Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of CIH or such Parent is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of CIH or such Parent outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance; or
	(6) (i) Charter Communications Holdings Company, LLC shall cease to own beneficially, directly or indirectly, 100% of the Capital Stock of Charter Holdings or (ii) Charter Holdings shall cease to own beneficially, directly or indirectly, 100% of the Capital Stock of CIH.

(1) the principal amount (or accreted value, if applicable) of such Charter Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of, plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection therewith); and

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	(2) such Charter Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, purchased, acquired or refunded.

	(1) Consolidated Interest Expense;
	(2) income taxes;
	(3) depreciation expense;
	(4) amortization expense;
	(5) all other non-cash items, extraordinary items and nonrecurring and unusual items (including without limitation any restructuring charges and charges related to litigation settlements or judgments) and the cumulative effects of changes in accounting principles reducing such net income, less all noncash items, extraordinary items, nonrecurring and unusual items and cumulative effects of changes in accounting principles increasing such net income;
	(6) amounts actually paid during such period pursuant to a deferred compensation plan; and
	(7) for purposes of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” Management Fees;

	all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in conformity with GAAP, provided that Consolidated EBITDA shall not include:

	(x) the net income (or net loss) of any Person that is not a Restricted Subsidiary (“Other Person”), except

	(i) with respect to net income, to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Restricted Subsidiaries by such Other Person during such period; and
	(ii) with respect to net losses, to the extent of the amount of investments made by such Person or any Restricted Subsidiary of such Person in such Other Person during such period;

	(y) solely for the purposes of calculating the amount of Restricted Payments that may be made pursuant to the second clause (3) in the first paragraph of the covenant described under the caption “— Certain Covenants — Restricted Payments” (and in such case, except to the extent includable pursuant to clause (x) above), the net income (or net loss) of any Other Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with such Person or any Restricted Subsidiaries or all or substantially all of the property and assets of such Other Person are acquired by such Person or any of its Restricted Subsidiaries; and
	(z) the net income of any Restricted Subsidiary of CIH to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time of determination of such Consolidated EBITDA permitted by the operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute,

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rule or governmental regulation applicable to such Restricted Subsidiary (other than any agreement or instrument evidencing Indebtedness or Preferred Stock (i) outstanding on the Issue Date or (ii) incurred or issued thereafter in compliance with the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that (a) the terms of any such agreement or instrument (other than Existing Indebtedness and any modifications, increases or refinancings that are not materially more restrictive taken as a whole) restricting the declaration and payment of dividends or similar distributions apply only in the event of a default with respect to a financial covenant or a covenant relating to payment, beyond any applicable period of grace, contained in such agreement or instrument; (b) such terms are determined by such Person to be customary in comparable financings; and (c) such restrictions are determined by CIH not to materially affect the Issuers’ ability to make principal or interest payments on the applicable CIH Notes when due).

	(1) the total amount of outstanding Indebtedness of such Person and its Restricted Subsidiaries, plus
	(2) the total amount of Indebtedness of any other Person that has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries, plus
	(3) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

	(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations); and
	(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and
	(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon);

in each case, on a consolidated basis and in accordance with GAAP, excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof).

	(1) was a member of the Board of Directors of CCI on the Issue Date; or
	(2) was nominated for election or elected to the Board of Directors of CCI with the approval of a majority of the Continuing Directors who were members of such Board of Directors of CCI at the time of such nomination or election or whose election or appointment was previously so approved.

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	(1) the acquisition by CIH and CCH I of Indebtedness outstanding under the Charter Holdings Indentures, in exchange for CIH Notes and CCH I Notes, pursuant to the Offering Memorandum, dated August 23, 2005 and related documents, as such documents may be supplemented, modified, extended or amended from time to time; and
	(2) the distribution, loan or investment of (a) Indebtedness accepted in exchange for CIH Notes or CCH I Notes as contemplated by clause (1) of this definition, and (b) amounts sufficient to satisfy the expenses incurred by any Parent in connection therewith (including any required payment of accrued interest thereon), in each case, directly or indirectly to or in any Parent;

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	(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;
	(2) interest rate option agreements, foreign currency exchange agreements, foreign currency swap agreements; and
	(3) other agreements or arrangements designed to protect such Person against fluctuations in interest and currency exchange rates.

	(1) in respect of borrowed money;
	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
	(3) in respect of banker’s acceptances;
	(4) representing Capital Lease Obligations;
	(5) in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or
	(6) representing the notional amount of any Hedging Obligations,

	(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and
	(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

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	(1) the Consolidated Indebtedness of CIH on such date to
	(2) the aggregate amount of Consolidated EBITDA for CIH for the most recently ended fiscal quarter for which internal financial statements are available (the “Reference Period”), multiplied by four.

	(1) the issuance of the CIH Notes and the CCH I Notes;
	(2) the incurrence of the Indebtedness or the issuance of the Disqualified Stock by CIH or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary (and the application of the proceeds therefrom) giving rise to the need to make such calculation and any incurrence or issuance (and the application of the proceeds therefrom) or repayment of other Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, other than the incurrence or repayment of Indebtedness for ordinary working capital purposes, at any time subsequent to the beginning of the Reference Period and on or prior to the date of determination, as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case may be, occurred on the first day of the Reference Period; and
	(3) any Dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any person that becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring, assuming or otherwise becoming liable for or issuing Indebtedness, Disqualified Stock or Preferred Stock) made on or subsequent to the first day of the Reference Period and on or prior to the date of determination, as if such Disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness, Disqualified Stock or Preferred Stock and also including any Consolidated EBITDA associated with such Asset Acquisition, including any cost savings adjustments in compliance with Regulation S-X promulgated by the SEC) had occurred on the first day of the Reference Period.

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	(1) as to which neither CIH nor any of its Restricted Subsidiaries

	(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness);
	(b) is directly or indirectly liable as a guarantor or otherwise; or
	(c) constitutes the lender;

	(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the CIH Notes) of CIH or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of CIH or any of its Restricted Subsidiaries.

	(1) any Investment by CIH in a Restricted Subsidiary thereof, or any Investment by a Restricted Subsidiary of CIH in CIH or in another Restricted Subsidiary of CIH;
	(2) any Investment in Cash Equivalents;

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	(3) any Investment by CIH or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

	(a) such Person becomes a Restricted Subsidiary of CIH; or
	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, CIH or a Restricted Subsidiary of CIH;

	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;
	(5) any Investment made out of the net cash proceeds of the issue and sale (other than to a Subsidiary of CIH) of Equity Interests (other than Disqualified Stock) of CIH or capital contributions to the common equity of CIH, in each case after the Charter Holdings Issue Date, to the extent that such net cash proceeds have not been applied, at any time after the Charter Holdings Issue Date, to make a Restricted Payment or to effect other transactions pursuant to the covenant described under “Certain Covenants — Restricted Payments” and to the extent such net cash proceeds have not been used, at any time after the Charter Holdings Issue Date, to incur Indebtedness pursuant to clause (9) of the second paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”, provided that the amount of usage of the basket described in this clause (5) shall be determined net of the aggregate amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not to exceed the initial amount of such Investment;
	(6) other Investments in any Person (other than any Parent) having an aggregate fair market value when taken together with all other Investments in any Person made by CIH and its Restricted Subsidiaries (without duplication) pursuant to this clause (6) from and after the Issue Date, not to exceed $750 million (initially measured on the date each such Investment was made and without giving effect to subsequent changes in value, but reducing the amount outstanding by the aggregate amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not to exceed the initial amount of such Investment) at any one time outstanding;
	(7) Investments in customers and suppliers in the ordinary course of business which either

	(A) generate accounts receivable, or
	(B) are accepted in settlement of bona fide disputes;

	(8) Investments consisting of payments by CIH or any of its subsidiaries of amounts that are neither dividends nor distributions but are payments of the kind described in clause (4) of the second paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments” to the extent such payments constitute Investments;
	(9) regardless of whether a Default then exists, Investments in any Unrestricted Subsidiary made by CIH and/or any of its Restricted Subsidiaries with the proceeds of distributions from any Unrestricted Subsidiary; and
	(10) Investments that are part of the Exchange Offers.

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	(1) Liens on the assets of CIH securing Indebtedness and other obligations incurred under Credit Facilities so long as contemporaneously therewith effective provision is made to secure the CIH Notes and all other amounts due under the CIH Indenture, equally and ratably with such Credit Facilities (or, in the event that such Credit Facilities are subordinated in right of payment to the CIH Notes, prior to such Credit Facilities) with a Lien on the same properties and assets securing such Credit Facilities for so long as such Credit Facilities are secured by such Liens;
	(2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with CIH; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with CIH and related assets, such as the proceeds thereof;
	(3) Liens on property existing at the time of acquisition thereof by CIH; provided that such Liens were in existence prior to the contemplation of such acquisition;
	(4) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
	(5) purchase money mortgages or other purchase money Liens (including, without limitation, any Capitalized Lease Obligations) incurred by CIH upon any fixed or capital assets acquired after the Issue Date or purchase money mortgages (including, without limitation, Capital Lease Obligations) on any such assets, whether or not assumed, existing at the time of acquisition of such assets, whether or not assumed, so long as

	(a) such mortgage or lien does not extend to or cover any of the assets of CIH, except the asset so developed, constructed, or acquired, and directly related assets such as enhancements and modifications thereto, substitutions, replacements, proceeds (including insurance proceeds), products, rents and profits thereof, and
	(b) such mortgage or lien secures the obligation to pay all or a portion of the purchase price of such asset, interest thereon and other charges, costs and expenses (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) and is incurred in connection therewith (or the obligation under such Capitalized Lease Obligation) only;

	(6) Liens existing on the Issue Date and replacement Liens therefor that do not encumber additional property;
	(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;
	(8) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;
	(9) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
	(10) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligation, bankers’ acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

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	(11) easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of CIH or any of its Restricted Subsidiaries;
	(12) Liens of franchisors or other regulatory bodies arising in the ordinary course of business;
	(13) Liens arising from filing Uniform Commercial Code financing statements regarding leases or other Uniform Commercial Code financing statements for precautionary purposes relating to arrangements not constituting Indebtedness;
	(14) Liens arising from the rendering of a final judgment or order against CIH or any of its Restricted Subsidiaries that does not give rise to an Event of Default;
	(15) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;
	(16) Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect CIH or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;
	(17) Liens consisting of any interest or title of licensor in the property subject to a license;
	(18) Liens on the Capital Stock of Unrestricted Subsidiaries;
	(19) Liens arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business;
	(20) Liens incurred in the ordinary course of business of CIH and its Restricted Subsidiaries with respect to obligations which in the aggregate do not exceed $50 million at any one time outstanding;
	(21) Liens in favor of the trustee arising under the CIH Indenture and similar provisions in favor of trustees or other agents or representatives under indentures or other agreements governing debt instruments entered into after the date hereof;
	(22) Liens in favor of the trustee for its benefit and the benefit of holders of the CIH Notes, as their respective interests appear; and
	(23) Liens securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was secured or was permitted to be secured by such Liens.

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), except to the extent that any such excess principal amount (or accreted value, as applicable) would be then permitted to be incurred by other provisions of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

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	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and
	(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the CIH Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the CIH Notes on terms at least as favorable to the holders of CIH Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

(1) any corporation, association or other business entity of which at least 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and, in the case of any such entity of which 50% of the total voting power of

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	shares of Capital Stock is so owned or controlled by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries also have the right to control the management of such entity pursuant to contract or otherwise; and
	(2) any partnership

	(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or
	(b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

	(1) has no Indebtedness other than Non-Recourse Debt;
	(2) is not party to any agreement, contract, arrangement or understanding with CIH or any Restricted Subsidiary of CIH unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to CIH or such Restricted Subsidiary of CIH than those that might be obtained at the time from Persons who are not Affiliates of CIH unless such terms constitute Investments permitted by the covenant described above under the caption “— Certain Covenants — Investments,” Permitted Investments, Asset Sales permitted under the covenant described above under the caption “— Repurchase at the Option of the Holders — Asset Sales” or sale-leaseback transactions permitted by the covenant described above under the caption “— Certain Covenants — Sale and Leaseback Transactions”;
	(3) is a Person with respect to which neither CIH nor any of its Restricted Subsidiaries has any direct or indirect obligation

	(a) to subscribe for additional Equity Interests or
	(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of CIH or any of its Restricted Subsidiaries; and
	(5) does not own any Capital Stock of any Restricted Subsidiary of CIH.

	(1) such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and

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	(2) no Default or Event of Default would be in existence immediately following such designation.

	(1) the sum of the products obtained by multiplying

	(a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by
	(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness.

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	•	will have been registered under the Securities Act;
	•	will not bear the restrictive legends restricting their transfer under the Securities Act; and
	•	will not contain the registration rights and additional interest provisions contained in the outstanding notes.

	•	senior secured obligations of the Issuers, secured by the Collateral equally and ratably with all future indebtedness of CCH I that may be secured by the Collateral as permitted by the CCH I Indenture, including all Additional CCH I Notes;
	•	effectively senior in right of payment to any future unsecured Indebtedness of the Issuers, to the extent of the value of the Collateral;
	•	structurally senior to the outstanding notes and the outstanding convertible senior notes of Charter Communications, Inc.;
	•	senior in right of payment to any future subordinated Indebtedness of the Issuers;
	•	structurally subordinated to all indebtedness and other liabilities (including trade payables) of the Issuers’ subsidiaries, including indebtedness under our subsidiaries’ credit facilities and the senior notes of CCH II, CCO Holdings and CCO; and
	•	unconditionally guaranteed on a senior basis by the Parent Guarantor.

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	•	is a general unsecured obligation of the Parent Guarantor;
	•	is pari passu in right of payment with all existing and future unsubordinated indebtedness of the Parent Guarantor, including the outstanding notes that remained outstanding following consummation of the Exchange Offers; and
	•	is senior in right of payment to any existing and future subordinated indebtedness of the Parent Guarantor.

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	Assets Pledged as Collateral

	Certain Limitations on Remedies, Etc.

	(i) have no authority to exercise any voting rights with respect to the Collateral or receive any dividends or other distributions with respect thereto, except for distributions in any bankruptcy or insolvency case or proceeding (an “insolvency proceeding”);
	(ii) are prohibited from commencing judicial or non-judicial foreclosure or collection proceedings with respect to, seeking to have a trustee, receiver, liquidator or similar official appointed for or over, attempting any action to take possession of any Collateral, exercising any right, remedy or power with respect to, or otherwise taking any action to realize upon the Collateral, including without limitation (a) any right to dispose of the Collateral after default under Article 9 of the Uniform Commercial Code or (b) any other default remedy under applicable law; and
	(iii) are prohibited from seeking relief from the automatic stay or from any other stay in any insolvency proceeding, in each case, with respect to any Collateral.

	Pari Passu Secured Indebtedness

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	Certain Bankruptcy Limitations

	Sufficiency of Collateral

	Release

	(1) in whole, upon payment in full of the principal of, and accrued and unpaid interest and premium, if any, on the CCH I Notes;
	(2) in whole, upon satisfaction and discharge of the CCH I Indenture;
	(3) in whole, upon a legal or covenant defeasance as set forth under “Legal Defeasance and Covenant Defeasance,” below;
	(4) upon the sale or other disposition of the Collateral in accordance with, and as expressly provided for under, the CCH I Indenture (subject to any continuing Lien on the proceeds of such sale or disposition); and
	(5) with the consent of the holders of a majority in aggregate principal amount of the then outstanding CCH I Notes, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, CCH I Notes.

	(a) an officers’ certificate and such other documentation as required under the CCH I Indenture and the Pledge Agreement; and
	(b) an opinion of counsel to the effect that such accompanying documents constitute all documents required by the CCH I Indenture and the Pledge Agreement.

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	(1) at least 65% of the aggregate principal amount of the CCH I Notes must remain outstanding immediately after the occurrence of such redemption (excluding CCH I Notes held by the Issuers and their Subsidiaries), and
	(2) the redemption must occur within 60 days of the date of the closing of such Equity Offering.

Year		Percentage
2010			105.500%
2011			102.750%
2012			101.375%
2013 and thereafter			100.000%

	Change of Control

	(1) accept for payment all CCH I Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

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	(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all CCH I Notes or portions thereof so tendered; and
	(3) deliver or cause to be delivered to the trustee the CCH I Notes so accepted together with an officers’ certificate stating the aggregate principal amount of CCH I Notes or portions thereof being purchased by the Issuers.

	Asset Sales

	(1) CCH I or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;
	(2) such fair market value is determined by the Board of Directors of CCH I and evidenced by a resolution of such Board of Directors set forth in an officers’ certificate delivered to the trustee; and
	(3) at least 75% of the consideration therefor received by CCH I or such Restricted Subsidiary is in the form of cash, Cash Equivalents or readily marketable securities.

(a) any liabilities (as shown on CCH I’s or such Restricted Subsidiary’s most recent balance sheet) of CCH I or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the CCH I Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases CCH I or such Restricted Subsidiary from further liability;

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	(b) any securities, notes or other obligations received by CCH I or any such Restricted Subsidiary from such transferee that are converted by the recipient thereof into cash, Cash Equivalents or readily marketable securities within 60 days after receipt thereof (to the extent of the cash, Cash Equivalents or readily marketable securities received in that conversion); and
	(c) Productive Assets.

	(1) to repay debt under the Credit Facilities or any other Indebtedness of the Restricted Subsidiaries of CCH I (other than Indebtedness represented by a guarantee of a Restricted Subsidiary of CCH I); or
	(2) to invest in Productive Assets; provided that any such amount of Net Proceeds which CCH I or a Restricted Subsidiary has committed to invest in Productive Assets within 365 days of the applicable Asset Sale may be invested in Productive Assets within two years of such Asset Sale.

	(1) if any CCH I Notes are listed, in compliance with the requirements of the principal national securities exchange on which the CCH I Notes are listed; or
	(2) if the CCH I Notes are not so listed, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.

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	•	“— Repurchase at the Option of Holders — Asset Sales,”
	•	“— Restricted Payments,”
	•	“— Investments,”
	•	“— Incurrence of Indebtedness and Issuance of Preferred Stock,”
	•	“— Dividend and Other Payment Restrictions Affecting Subsidiaries,”
	•	clause (D) of the first paragraph of “— Merger, Consolidation or Sale of Assets,”
	•	“— Transactions with Affiliates” and
	•	“— Sale and Leaseback Transactions.”

	Restricted Payments

	(1) declare or pay any dividend or make any other payment or distribution on account of its or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving CCH I or any of its Restricted Subsidiaries) or to the direct or indirect holders of CCH I’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (x) solely in Equity Interests (other than Disqualified Stock) of CCH I or (y) in the case of CCH I and its Restricted Subsidiaries, to CCH I or a Restricted Subsidiary thereof);
	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving CCH I or any of its Restricted Subsidiaries) any Equity Interests of CCH I or any direct or indirect Parent of CCH I or any Restricted Subsidiary of CCH I (other than, in the case of CCH I and its Restricted Subsidiaries, any such Equity Interests owned by CCH I or any of its Restricted Subsidiaries); or

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	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of CCH I that is subordinated to the CCH I Notes, except a payment of interest or principal at the Stated Maturity thereof,

	(all such payments and other actions set forth in clauses (1) through (3) above are collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

	(1) no Default or Event of Default under the CCH I Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(2) CCH I would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and
	(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by CCH I and its Restricted Subsidiaries from and after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the next succeeding paragraph), shall not exceed, at the date of determination, the sum of the following:

	(a) an amount equal to 100% of the Consolidated EBITDA of CCH I for the period beginning on the Issue Date to the end of CCH I’s most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period, less the product of 1.3 times the Consolidated Interest Expense of CCH I for such period, plus
	(b) an amount equal to 100% of Capital Stock Sale Proceeds less any amount of such Capital Stock Sale Proceeds used in connection with an Investment made on or after the Issue Date pursuant to clause (5) of the definition of “Permitted Investments,” plus
	(c) $100 million.

	So long as no Default under the CCH I Indenture has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

	(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the CCH I Indenture;
	(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of CCH I in exchange for, or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of CCH I) of Equity Interests of CCH I (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;
	(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of CCH I or any of its Restricted Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
	(4) regardless of whether a Default then exists, the payment of any dividend or distribution made in respect of any calendar year or portion thereof during which CCH I or any of its Subsidiaries is a Person that is not treated as a separate tax paying entity for United States federal income tax purposes by CCH I and its Subsidiaries (directly or indirectly) to the direct or indirect holders of the Equity Interests of CCH I or its Subsidiaries that are Persons that are treated as a separate tax paying entity for United States federal income tax purposes, in an amount sufficient to permit each such holder to pay the actual income taxes (including required estimated tax installments) that are required to be paid by it with respect to the taxable income of any Parent (through its direct or indirect ownership of CCH I and/or its Subsidiaries), CCH I, its Subsidiaries or any Unrestricted

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	Subsidiary, as applicable, in any calendar year, as estimated in good faith by CCH I or its Subsidiaries, as the case may be;
	(5) regardless of whether a Default then exists, the payment of any dividend by a Restricted Subsidiary of CCH I to the holders of its common Equity Interests on a pro rata basis;
	(6) the payment of any dividend on the Helicon Preferred Stock or the redemption, repurchase, retirement or other acquisition of the Helicon Preferred Stock in an amount not in excess of its aggregate liquidation value;
	(7) the repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent necessary to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of CCH I or a Parent of CCH I held by any member of CCH I’s, such Parent’s or any Restricted Subsidiary’s management pursuant to any management equity subscription agreement or stock option agreement entered into in accordance with the policies of CCH I, any Parent or any Restricted Subsidiary; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10 million in any fiscal year of the Issuers;
	(8) payment of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to 1.25% of the transaction value of such acquisition, merger or similar transaction;
	(9) additional Restricted Payments directly or indirectly to CIH or any other Parent (i) regardless of whether a Default exists (other than a Default described in paragraphs (1), (2), (7) or (8) under the caption “Events of Default and Remedies”), for the purpose of enabling Charter Holdings, CIH or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the Charter Holdings Indentures, the CIH Indenture, and/or any Charter Refinancing Indebtedness, (ii) for the purpose of enabling CCI and/or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the CCI Indentures and/or any Charter Refinancing Indebtedness and (iii) so long as CCH I would have been permitted, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” (A) to the extent required to enable Charter Holdings, CIH, CCI or any Charter Refinancing Subsidiary to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire Indebtedness under the Charter Holdings Indentures, the CIH Indenture, the CCI Indentures or any Charter Refinancing Indebtedness (including any expenses incurred by any Parent in connection therewith) or (B) consisting of purchases, redemptions or other acquisitions by CCH I or its Restricted Subsidiaries of Indebtedness under the Charter Holdings Indentures, the CIH Indenture, the CCI Indentures, or any Charter Refinancing Indebtedness (including any expenses incurred by CCH I and its Restricted Subsidiaries in connection therewith) and the distribution, loan to or investment in any Parent of Indebtedness so purchased, redeemed or acquired; and
	(10) Restricted Payments that are part of the Exchange Offers.

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	Investments

	(1) make any Restricted Investment; or
	(2) allow any of its Restricted Subsidiaries to become an Unrestricted Subsidiary, unless, in each case:

	(a) no Default or Event of Default under the CCH I Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(b) CCH I would, at the time of, and after giving effect to, such Restricted Investment or such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the applicable Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock.”

	Incurrence of Indebtedness and Issuance of Preferred Stock

	(1) the incurrence by CCH I and its Restricted Subsidiaries of Indebtedness under the Credit Facilities; provided that the aggregate principal amount of all Indebtedness of CCH I and its Restricted Subsidiaries outstanding under this clause (1) for all Credit Facilities of CCH I and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to $9.75 billion less the aggregate amount of all Net Proceeds from Asset Sales applied by CCH I or any of its Restricted Subsidiaries to repay any such Indebtedness under a Credit Facility pursuant to the covenant described under “— Repurchase at the Option of Holders — Asset Sales;”
	(2) the incurrence by CCH I and its Restricted Subsidiaries of Existing Indebtedness (other than under Credit Facilities);
	(3) the incurrence on the Issue Date by CCH I of Indebtedness represented by the CCH I Notes (but not including any Additional CCH I Notes);
	(4) the incurrence by CCH I or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case,

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	incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) of Productive Assets of CCH I or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed, together with any related Permitted Refinancing Indebtedness permitted by clause (5) below, $75 million at any time outstanding;
	(5) the incurrence by CCH I or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted by the CCH I Indenture to be incurred under this clause (5), the first paragraph of this covenant or clauses (2), (3) or (4) of this paragraph;
	(6) the incurrence by CCH I or any of its Restricted Subsidiaries of intercompany Indebtedness between or among CCH I and any of its Restricted Subsidiaries; provided that:

	(a) if CCH I is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the CCH I Notes; and
	(b) (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than CCH I or a Restricted Subsidiary of CCH I and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either CCH I or a Restricted Subsidiary of CCH I, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (6);

	(7) the incurrence by CCH I or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the CCH I Indenture to be outstanding;
	(8) the guarantee by CCH I or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;
	(9) the incurrence by CCH I or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding under this clause (9), not to exceed $300 million; and
	(10) the accretion or amortization of original issue discount and the write up of Indebtedness in accordance with purchase accounting.

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	(a) any Indebtedness or Preferred Stock of any Person existing at the time such Person is merged with or into or becomes a Subsidiary of CCH I; provided that such Indebtedness or Preferred Stock was not incurred or issued in connection with, or in contemplation of, such Person merging with or into, or becoming a Subsidiary of, CCH I, and
	(b) any Indebtedness or Preferred Stock of a Restricted Subsidiary issued in connection with, and as part of the consideration for, an acquisition, whether by stock purchase, asset sale, merger or otherwise, in each case involving such Restricted Subsidiary, which Indebtedness or Preferred Stock is issued to the seller or sellers of such stock or assets; provided that such Restricted Subsidiary is not obligated to register such Indebtedness or Preferred Stock under the Securities Act or obligated to provide information pursuant to Rule 144A under the Securities Act.

	Liens

	Dividend and Other Payment Restrictions Affecting Subsidiaries

	(1) pay dividends or make any other distributions on its Capital Stock to CCH I or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to CCH I or any of its Restricted Subsidiaries;
	(2) make loans or advances to CCH I or any of its Restricted Subsidiaries; or
	(3) transfer any of its properties or assets to CCH I or any of its Restricted Subsidiaries.

	(1) Existing Indebtedness, contracts and other instruments as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, contracts or other instruments, as in effect on the Issue Date;
	(2) applicable law;
	(3) any instrument governing Indebtedness or Capital Stock of a Person acquired by CCH I or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person,

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	other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the CCH I Indenture to be incurred;
	(4) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business;
	(5) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;
	(6) any agreement for the sale or other disposition of Capital Stock or assets of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending such sale or other disposition;
	(7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive at the time such restrictions become effective, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
	(8) Liens securing Indebtedness or other obligations otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption “— Liens” that limit the right of CCH I or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
	(9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
	(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
	(11) restrictions contained in the terms of Indebtedness or Preferred Stock permitted to be incurred under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that such restrictions are not materially more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually, of the Credit Facilities and other Existing Indebtedness as in effect on the Issue Date; and
	(12) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of CCH I determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the CCH I Notes.

	Merger, Consolidation or Sale of Assets

	(A) either:

	(i) such Issuer is the surviving Person; or
	(ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that if the Person formed by or surviving any such consolidation or merger with such Issuer is a Person other than a corporation, a corporate co-issuer shall also be an obligor with respect to the CCH I Notes;

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	(B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the CCH I Notes and the CCH I Indenture pursuant to agreements reasonably satisfactory to the trustee;
	(C) immediately after such transaction no Default or Event of Default exists; and
	(D) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period,

	(x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” or
	(y) have a Leverage Ratio immediately after giving effect to such consolidation or merger no greater than the Leverage Ratio immediately prior to such consolidation or merger.

	Transactions with Affiliates

	(1) such Affiliate Transaction is on terms that are not less favorable to CCH I or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by CCH I or such Restricted Subsidiary with an unrelated Person; and
	(2) CCH I delivers to the trustee:

	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CCH I or any such Restricted Subsidiary in excess of $15 million, a resolution of the Board of Directors of CCH I or CCI set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors; and
	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CCH I or any such Restricted Subsidiary in excess of $50 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

	(1) any existing employment agreement and employee benefit arrangement (including stock purchase or option agreements, deferred compensation plans, and retirement, savings or similar plans) entered into by CCH I or any of its Subsidiaries and any employment agreement and employee benefit arrangements entered into by CCH I or any of its Restricted Subsidiaries in the ordinary course of business;

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	(2) transactions between or among CCH I and/or its Restricted Subsidiaries;
	(3) payment of reasonable directors fees to Persons who are not otherwise Affiliates of CCH I, and customary indemnification and insurance arrangements in favor of directors, regardless of affiliation with CCH I or any of its Restricted Subsidiaries;
	(4) payment of Management Fees;
	(5) Restricted Payments that are permitted by the provisions of the covenant described above under the caption “— Restricted Payments” and Restricted Investments that are permitted by the provisions of the covenant described above under the caption “— Investments”;
	(6) Permitted Investments;
	(7) transactions pursuant to agreements existing on the Issue Date, as in effect on the Issue Date, or as subsequently modified, supplemented, or amended, to the extent that any such modifications, supplements, or amendments comply with the applicable provisions of paragraph (1) of this covenant; and
	(8) contributions to the common equity capital of CCH I or the issue or sale of Equity Interests of CCH I.

	Sale and Leaseback Transactions

	(1) CCH I or such Restricted Subsidiary could have

	(a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Leverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; and
	(b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens” or the definition of “Permitted Liens”; and

	(2) the transfer of assets in that sale and leaseback transaction is permitted by, and CCH I or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

	Limitations on Issuances of Guarantees of Indebtedness

	(1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee (a “Subsidiary Guarantee”) of the payment of the CCH I Notes by such Restricted Subsidiary, and
	(2) until one year after all the CCH I Notes have been paid in full in cash, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against CCH I or any other Restricted Subsidiary of CCH I as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee or any

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	Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

	Payments for Consent

	Reports

	(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of CCH I of its independent public accountants; and
	(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports.

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	(1) default for 30 conse4cutive days in the payment when due of interest on the CCH I Notes;
	(2) default in payment when due of the principal of or premium, if any, on the CCH I Notes;
	(3) failure by CCH I or any of its Restricted Subsidiaries to comply with the provisions of the CCH I Indenture described under the captions “— Repurchase at the Option of Holders — Change of Control” or “— Certain Covenants — Merger, Consolidation or Sale of Assets”;
	(4) failure by CCH I or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Issuers by the trustee or to the Issuers and the trustee by holders of at least 25% of the aggregate principal amount of the CCH I Notes outstanding to comply with any of their other covenants or agreements in the CCH I Indenture;
	(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by CCH I or any of its Restricted Subsidiaries (or the payment of which is guaranteed by CCH I or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

	(a) is caused by a failure to pay at final stated maturity the principal amount on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
	(b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more;

	(6) failure by CCH I or any of its Restricted Subsidiaries to pay final judgments which are nonappealable aggregating in excess of $100 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days;
	(7) CCH I or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:

	(a) commences a voluntary case,
	(b) consents to the entry of an order for relief against it in an involuntary case,
	(c) consents to the appointment of a custodian of it or for all or substantially all of its property, or
	(d) makes a general assignment for the benefit of its creditors;

	(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

	(a) is for relief against CCH I or any of its Significant Subsidiaries in an involuntary case;
	(b) appoints a custodian of CCH I or any of its Significant Subsidiaries or for all or substantially all of the property of CCH I or any of its Significant Subsidiaries; or
	(c) orders the liquidation of CCH I or any of its Significant Subsidiaries; and the order or decree remains unstayed and in effect for 60 consecutive days; or

	(9) so long as the Pledge Agreement has not otherwise been terminated in accordance with its terms, (a) failure by CCH I for 30 consecutive days after written notice thereof has been given to CCH I by the trustee or to CCH I and the trustee by holders of at least 25% of the aggregate

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	principal amount of the CCH I Notes outstanding to comply with any of CCH I’s covenants or agreements in the Pledge Agreement which failure adversely affects the enforceability, validity, perfection or priority of the trustee’s Lien on the Collateral or (b) repudiation or disaffirmation by CCH I of the Pledge Agreement.

	(1) the rights of holders of outstanding CCH I Notes to receive payments in respect of the principal of, premium, if any, and interest on the CCH I Notes when such payments are due from the trust referred to below;
	(2) the Issuers’ obligations with respect to the CCH I Notes concerning issuing temporary CCH I Notes, registration of CCH I Notes, mutilated, destroyed, lost or stolen CCH I Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
	(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ obligations in connection therewith; and
	(4) the Legal Defeasance provisions of the CCH I Indenture.

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	(1) the Issuers or the Parent Guarantor must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the CCH I Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding CCH I Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuers and the Parent Guarantor must specify whether the CCH I Notes will be defeased to maturity or to a particular redemption date;
	(2) in the case of Legal Defeasance, the Issuers shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that

	(a) the Issuers and the Parent Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling or
	(b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding CCH I Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

	(3) in the case of Covenant Defeasance, the Issuers or the Parent Guarantor shall have delivered to the trustee an opinion of counsel confirming that the holders of the outstanding CCH I Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	(4) no Default or Event of Default under the CCH I Indenture shall have occurred and be continuing either (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;
	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the CCH I Indenture) to which the Issuers or any of their Restricted Subsidiaries is a party or by which the Issuers or any of their Restricted Subsidiaries is bound;
	(6) the Issuers must have delivered to the trustee an opinion of counsel to the effect that after the 91st day, assuming no intervening bankruptcy, that no holder is an insider of either of the Issuers following the deposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of the Issuers in their capacities as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

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	(7) the Issuers or the Parent Guarantor must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of the CCH I Notes over the other creditors of the Issuers or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers, the Parent Guarantor or others; and
	(8) the Issuers or the Parent Guarantor must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

	(a) have become due and payable or
	(b) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuers.

	(1) reduce the principal amount of such CCH I Notes;
	(2) change the fixed maturity of such CCH I Notes or reduce the premium payable upon redemption of such CCH I Notes;
	(3) reduce the rate of or extend the time for payment of interest on such CCH I Notes;
	(4) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the CCH I Notes (except a rescission of acceleration of the CCH I Notes by the holders of at least a majority in aggregate principal amount of the CCH I Notes and a waiver of the payment default that resulted from such acceleration);
	(5) make such CCH I Notes payable in money other than that stated in such CCH I Notes;
	(6) make any change in the provisions of the CCH I Indenture relating to waivers of past Defaults applicable to any CCH I Notes or the rights of holders thereof to receive payments of principal of, or premium, if any, or interest on such CCH I Notes;
	(7) waive a redemption payment with respect to such CCH I Notes (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”); or
	(8) make any change in the preceding amendment and waiver provisions.

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	(1) to cure any ambiguity, defect or inconsistency;
	(2) to provide for uncertificated CCH I Notes in addition to or in place of certificated CCH I Notes;
	(3) to provide for or confirm the issuance of Additional CCH I Notes;
	(4) to provide for the assumption of the Issuers’ or the Parent Guarantor’s obligations to holders of CCH I Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets;
	(5) to release any Subsidiary Guarantee in accordance with the provisions of the CCH I Indenture;
	(6) to make any change that would provide any additional rights or benefits to the holders of CCH I Notes or that does not adversely affect the legal rights under the CCH I Indenture of any such holder;
	(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the CCH I Indenture under the Trust Indenture Act or otherwise as necessary to comply with applicable law; or
	(8) to provide for the issuance or incurrence of Pari Passu Secured Indebtedness in compliance with the provisions set forth in the CCH I Indenture and the Pledge Agreement as in effect on the Issue Date.

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	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

	(1) an Investment by CCH I or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary of CCH I or any of its Restricted Subsidiaries or shall be merged with or into CCH I or any of its Restricted Subsidiaries, or
	(2) the acquisition by CCH I or any of its Restricted Subsidiaries of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

	(1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of the Cable Related Business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of CCH I and its Subsidiaries, taken as a whole, will be governed by the provisions of the CCH I Indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation, or Sale of Assets” and not by the provisions of the covenant described above under the caption “Repurchase at the Option of Holders — Asset Sales”; and
	(2) the issuance of Equity Interests by any Restricted Subsidiary of CCH I or the sale by CCH I or any Restricted Subsidiary of CCH I of Equity Interests of any Restricted Subsidiary of CCH I.

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	(1) any single transaction or series of related transactions that:

	(a) involves assets having a fair market value of less than $100 million; or
	(b) results in net proceeds to CCH I and its Restricted Subsidiaries of less than $100 million;

	(2) a transfer of assets between or among CCH I and/or its Restricted Subsidiaries;
	(3) an issuance of Equity Interests by a Restricted Subsidiary of CCH I to CCH I or to another Wholly Owned Restricted Subsidiary of CCH I;
	(4) a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments,” a Restricted Investment that is permitted by the covenant described above under the caption “— Certain Covenants — Investments” or a Permitted Investment;
	(5) the incurrence of Liens not prohibited by the CCH I Indenture and the disposition of assets related to such Liens by the secured party pursuant to a foreclosure; and
	(6) any disposition of cash or Cash Equivalents.

	(1) in the case of a corporation, corporate stock;
	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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	(4) any other interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

	(x) as a contribution to the common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock and other than issuances or sales to a Subsidiary of CCH I) of CCH I after the Issue Date, or
	(y) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of CCH I that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of CCH I).

	(1) United States dollars;
	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition;
	(3) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having combined capital and surplus in excess of $500 million and a Thompson Bank Watch Rating at the time of acquisition of “B” or better;
	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
	(5) commercial paper having a rating at the time of acquisition of at least “P-1” from Moody’s or at least “A-1” from S&P and in each case maturing within twelve months after the date of acquisition;
	(6) corporate debt obligations maturing within twelve months after the date of acquisition thereof, rated at the time of acquisition at least “Aaa” or “P-1” by Moody’s or “AAA” or “A-1” by S&P;
	(7) auction-rate Preferred Stocks of any corporation maturing not later than 45 days after the date of acquisition thereof, rated at the time of acquisition at least “Aaa” by Moody’s or “AAA” by S&P;
	(8) securities issued by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, maturing not later than six months after the date of acquisition thereof, rated at the time of acquisition at least “A” by Moody’s or S&P; and
	(9) money market or mutual funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition.

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	(1) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of CCH I and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than Paul G. Allen and the Related Parties;
	(2) the adoption of a plan relating to the liquidation or dissolution of CCH I or a Parent (except the liquidation of any Parent into any other Parent);
	(3) the consummation of any transaction, including, without limitation, any merger or consolidation, the result of which is that any “person” (as defined above) other than Paul G. Allen and Related Parties becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of CCH I or a Parent, measured by voting power rather than the number of shares, unless Paul G. Allen or a Related Party Beneficially Owns, directly or indirectly, a greater percentage of Voting Stock of CCH I or such Parent, as the case may be, measured by voting power rather than the number of shares, than such person;
	(4) after the Issue Date, the first day on which a majority of the members of the Board of Directors of CCI are not Continuing Directors;
	(5) CCH I or a Parent consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, CCH I or a Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of CCH I or such Parent is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of CCH I or such Parent outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance; or
	(6) (i) Charter Communications Holdings Company, LLC shall cease to own beneficially, directly or indirectly, 100% of the Capital Stock of Charter Holdings or (ii) Charter Holdings shall cease to own beneficially, directly or indirectly, 100% of the Capital Stock of CCH I.

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	(1) the principal amount (or accreted value, if applicable) of such Charter Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of, plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection therewith); and
	(2) such Charter Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, purchased, acquired or refunded.

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	(1) Consolidated Interest Expense;
	(2) income taxes;
	(3) depreciation expense;
	(4) amortization expense;
	(5) all other non-cash items, extraordinary items and nonrecurring and unusual items (including without limitation any restructuring charges and charges related to litigation settlements or judgments) and the cumulative effects of changes in accounting principles reducing such net income, less all noncash items, extraordinary items, nonrecurring and unusual items and cumulative effects of changes in accounting principles increasing such net income;
	(6) amounts actually paid during such period pursuant to a deferred compensation plan; and
	(7) for purposes of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” Management Fees; all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in conformity with GAAP, provided that Consolidated EBITDA shall not include:

	(x) the net income (or net loss) of any Person that is not a Restricted Subsidiary (“Other Person”), except

	(i) with respect to net income, to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Restricted Subsidiaries by such Other Person during such period; and
	(ii) with respect to net losses, to the extent of the amount of investments made by such Person or any Restricted Subsidiary of such Person in such Other Person during such period;

	(y) solely for the purposes of calculating the amount of Restricted Payments that may be made pursuant to the second clause (3) in the first paragraph of the covenant described under the caption “— Certain Covenants — Restricted Payments” (and in such case, except to the extent includable pursuant to clause (x) above), the net income (or net loss) of any Other Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with such Person or any Restricted Subsidiaries or all or substantially all of the property and assets of such Other Person are acquired by such Person or any of its Restricted Subsidiaries; and
	(z) the net income of any Restricted Subsidiary of CCH I to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time of determination of such Consolidated EBITDA permitted by the operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (other than any agreement or instrument evidencing Indebtedness or Preferred Stock (i) outstanding on the Issue Date or (ii) incurred or issued thereafter in compliance with the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that (a) the terms of any such agreement or instrument (other than Existing Indebtedness and any modifications, increases or refinancings that are not materially more restrictive taken as a whole) restricting the declaration and payment of dividends or similar distributions apply only in the event of a default with respect to a financial covenant or a covenant relating to payment, beyond any applicable period of grace, contained in such agreement or instrument; (b) such terms are determined by such Person to be customary in

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	comparable financings; and (c) such restrictions are determined by CCH I not to materially affect the Issuers’ ability to make principal or interest payments on the applicable CCH I Notes when due).

	(1) the total amount of outstanding Indebtedness of such Person and its Restricted Subsidiaries, plus
	(2) the total amount of Indebtedness of any other Person that has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries, plus
	(3) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

	(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations); and
	(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and
	(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon);

in each case, on a consolidated basis and in accordance with GAAP, excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof).

	(1) was a member of the Board of Directors of CCI on the Issue Date; or
	(2) was nominated for election or elected to the Board of Directors of CCI with the approval of a majority of the Continuing Directors who were members of such Board of Directors of CCI at the time of such nomination or election or whose election or appointment was previously so approved.

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	(1) the acquisition by CIH and CCH I of Indebtedness outstanding under the Charter Holdings Indentures, in exchange for CIH Notes and CCH I Notes, pursuant to the Offering Memorandum dated August 23, 2005 and related documents, as such documents may be supplemented, modified, extended or mended from time to time; and
	(2) the distribution, loan or investment of (a) Indebtedness accepted in exchange for CIH Notes or CCH I Notes as contemplated by clause (1) of this definition, and (b) amounts sufficient to satisfy the expenses incurred by any Parent in connection therewith (including any required payment of accrued interest thereon), in each case, directly or indirectly to or in any Parent; provided, that any such Indebtedness referred to in clauses (1) and (2) of this definition shall be cancelled as part of the Exchange Offers.

	(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;

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	(2) interest rate option agreements, foreign currency exchange agreements, foreign currency swap agreements; and
	(3) other agreements or arrangements designed to protect such Person against fluctuations in interest and currency exchange rates.

	(1) in respect of borrowed money;
	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
	(3) in respect of banker’s acceptances;
	(4) representing Capital Lease Obligations;
	(5) in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or
	(6) representing the notional amount of any Hedging Obligations,

	(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and
	(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

	(1) the Consolidated Indebtedness of CCH I on such date to
	(2) the aggregate amount of Consolidated EBITDA for CCH I for the most recently ended fiscal quarter for which internal financial statements are available (the “Reference Period”), multiplied by four.

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	(1) the issuance of the CCH I Notes;
	(2) the incurrence of the Indebtedness or the issuance of the Disqualified Stock by CCH I or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary (and the application of the proceeds therefrom) giving rise to the need to make such calculation and any incurrence or issuance (and the application of the proceeds therefrom) or repayment of other Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, other than the incurrence or repayment of Indebtedness for ordinary working capital purposes, at any time subsequent to the beginning of the Reference Period and on or prior to the date of determination, as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case may be, occurred on the first day of the Reference Period; and
	(3) any Dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any person that becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring, assuming or otherwise becoming liable for or issuing Indebtedness, Disqualified Stock or Preferred Stock) made on or subsequent to the first day of the Reference Period and on or prior to the date of determination, as if such Disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness, Disqualified Stock or Preferred Stock and also including any Consolidated EBITDA associated with such Asset Acquisition, including any cost savings adjustments in compliance with Regulation S-X promulgated by the SEC) had occurred on the first day of the Reference Period.

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	(1) as to which neither CCH I nor any of its Restricted Subsidiaries

	(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness);
	(b) is directly or indirectly liable as a guarantor or otherwise; or
	(c) constitutes the lender;

	(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the CCH I Notes) of CCH I or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of CCH I or any of its Restricted Subsidiaries.

	(1) any Investment by CCH I in a Restricted Subsidiary thereof, or any Investment by a Restricted Subsidiary of CCH I in CCH I or in another Restricted Subsidiary of CCH I;
	(2) any Investment in Cash Equivalents;
	(3) any Investment by CCH I or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

	(a) such Person becomes a Restricted Subsidiary of CCH I; or
	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, CCH I or a Restricted Subsidiary of CCH I;

	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

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	(5) any Investment made out of the net cash proceeds of the issue and sale (other than to a Subsidiary of CCH I) of Equity Interests (other than Disqualified Stock) or cash contributions to the common equity of CCH I, in each case after the Issue Date, to the extent that such net cash proceeds have not been applied to make a Restricted Payment or to effect other transactions pursuant to the covenant described under “Certain Covenants — Restricted Payments” (with the amount of usage of the basket in this clause (5) being determined net of the aggregate amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not to exceed the initial amount of such Investment);
	(6) other Investments in any Person (other than any Parent) having an aggregate fair market value when taken together with all other Investments in any Person made by CCH I and its Restricted Subsidiaries (without duplication) pursuant to this clause (6) from and after the Issue Date, not to exceed $750 million (initially measured on the date each such Investment was made and without giving effect to subsequent changes in value, but reducing the amount outstanding by the aggregate amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not to exceed the initial amount of such Investment) at any one time outstanding;
	(7) Investments in customers and suppliers in the ordinary course of business which either

	(A) generate accounts receivable, or
	(B) are accepted in settlement of bona fide disputes;

	(8) Investments consisting of payments by CCH I or any of its subsidiaries of amounts that are neither dividends nor distributions but are payments of the kind described in clause (4) of the second paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments” to the extent such payments constitute Investments;
	(9) regardless of whether a Default then exists, Investments in any Unrestricted Subsidiary made by CCH I and/or any of its Restricted Subsidiaries with the proceeds of distributions from any Unrestricted Subsidiary; and
	(10) Investments that are part of the Exchange Offers.

	(1) Liens on the assets of CCH I securing Pari Passu Secured Indebtedness, provided any such Liens rank equally and ratably with the Lien securing the Obligations under the CCH I Notes;
	(2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with CCH I; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with CCH I and related assets, such as the proceeds thereof;
	(3) Liens on property existing at the time of acquisition thereof by CCH I; provided that such Liens were in existence prior to the contemplation of such acquisition;
	(4) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
	(5) purchase money mortgages or other purchase money Liens (including, without limitation, any Capitalized Lease Obligations) incurred by CCH I upon any fixed or capital assets acquired after the Issue Date or purchase money mortgages (including, without limitation, Capital Lease Obligations) on any such assets, whether or not assumed, existing at the time of acquisition of such assets, whether or not assumed, so long as

	(a) such mortgage or lien does not extend to or cover any of the assets of CCH I, except the asset so developed, constructed, or acquired, and directly related assets such as enhancements

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	and modifications thereto, substitutions, replacements, proceeds (including insurance proceeds), products, rents and profits thereof, and
	(b) such mortgage or lien secures the obligation to pay all or a portion of the purchase price of such asset, interest thereon and other charges, costs and expenses (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) and is incurred in connection therewith (or the obligation under such Capitalized Lease Obligation) only;

	(6) Liens existing on the Issue Date (other than on the Collateral) and replacement Liens therefore that do not encumber additional property;
	(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;
	(8) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;
	(9) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
	(10) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligation, bankers’ acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);
	(11) easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of CCH I or any of its Restricted Subsidiaries;
	(12) Liens of franchisors or other regulatory bodies arising in the ordinary course of business;
	(13) Liens arising from filing Uniform Commercial Code financing statements regarding leases or other Uniform Commercial Code financing statements for precautionary purposes relating to arrangements not constituting Indebtedness;
	(14) Liens arising from the rendering of a final judgment or order against CCH I or any of its Restricted Subsidiaries that does not give rise to an Event of Default;
	(15) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;
	(16) Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect CCH I or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;
	(17) Liens consisting of any interest or title of licensor in the property subject to a license;
	(18) Liens on the Capital Stock of Unrestricted Subsidiaries;
	(19) Liens arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business;

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	(20) Liens incurred in the ordinary course of business of CCH I and its Restricted Subsidiaries with respect to obligations which in the aggregate do not exceed $50 million at any one time outstanding;
	(21) Liens in favor of the trustee arising under the CCH I Indenture and similar provisions in favor of trustees or other agents or representatives under indentures or other agreements governing debt instruments entered into after the date hereof;
	(22) Liens in favor of the trustee for its benefit and the benefit of holders of the CCH I Notes, as their respective interests appear; and
	(23) Liens securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was secured or was permitted to be secured by such Liens.

	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), except to the extent that any such excess principal amount (or accreted value, as applicable) would be then permitted to be incurred by other provisions of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;
	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and
	(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the CCH I Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the CCH I Notes on terms at least as favorable to the holders of CCH I Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

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	(1) any corporation, association or other business entity of which at least 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and, in the case of any such entity of which 50% of the total voting power of shares of Capital Stock is so owned or controlled by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries also have the right to control the management of such entity pursuant to contract or otherwise; and
	(2) any partnership

	(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or
	(b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

	(1) has no Indebtedness other than Non-Recourse Debt;
	(2) is not party to any agreement, contract, arrangement or understanding with CCH I or any Restricted Subsidiary of CCH I unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to CCH I or such Restricted Subsidiary of CCH I than those that might be obtained at the time from Persons who are not Affiliates of CCH I unless such terms constitute Investments permitted by the covenant described above under the caption “— Certain

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	Covenants — Investments,” Permitted Investments, Asset Sales permitted under the covenant described above under the caption “— Repurchase at the Option of the Holders — Asset Sales” or sale-leaseback transactions permitted by the covenant described above under the caption “— Certain Covenants — Sale and Leaseback Transactions”;
	(3) is a Person with respect to which neither CCH I nor any of its Restricted Subsidiaries has any direct or indirect obligation

	(a) to subscribe for additional Equity Interests or
	(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of CCH I or any of its Restricted Subsidiaries; and
	(5) does not own any Capital Stock of any Restricted Subsidiary of CCH I.

	(1) such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and
	(2) no Default or Event of Default would be in existence immediately following such designation.

	(1) the sum of the products obtained by multiplying

	(a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by
	(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness.

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	Exchange Offer

	(1) no gain or loss will be realized by a U.S. Holder upon receipt of a new note,
	(2) the holding period of the new note will include the holding period of the outstanding note exchanged therefor,
	(3) the adjusted tax basis of the new notes will be the same as the adjusted tax basis of the original notes exchanged at the time of the exchange, and

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	(4) the U.S. Holder will continue to take into account income in respect of the new note in the same manner as before the exchange.

	Payments of Interest on the New Notes

	Sale, Redemption, Retirement or Other Taxable Disposition of the New Notes

	Market Discount

	Amortizable Bond Premium

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	Information Reporting and Backup Withholding

	Exchange Offer

	Payments of Interest

	(1) the interest is not effectively connected with the conduct of a trade or business in the United States;
	(2) the Non-U.S. Holder (A) does not actually or constructively own 10 percent or more of the combined voting power of all classes of stock of CCO Holdings Capital entitled to vote nor 10 percent or more of the capital or profits interests of Charter Communications Holding Company, LLC and (B) is neither a controlled foreign corporation that is related to us through stock ownership within the meaning of the Code, nor a bank that received the new notes on an extension of credit in the ordinary course of its trade or business; and
	(3) either (A) the beneficial owner of the new notes certifies to us or our paying agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on Internal Revenue Service Form W-8BEN (or a suitable substitute form) or (B) a securities clearing organization, bank or other financial institution that holds the new notes on behalf of such Non-U.S. Holder in the ordinary course of its trade or business (a “financial institution”) certifies

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	under penalties of perjury that such an Internal Revenue Service Form W-8BEN or W-8IMY (or suitable substitute form) has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and, in case of a non-qualified intermediary, furnishes the payor with a copy thereof.

	Sale, Redemption, Retirement or Other Taxable Disposition of New Notes

	(1) such gain is effectively connected with the conduct by such holder of a trade or business in the United States, and, where an income tax treaty applies, the gain is attributable to a permanent establishment maintained in the United States or, in the case of an individual, a fixed base in the United States, or
	(2) in the case of gains derived by an individual, such individual is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

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	Information Reporting and Backup Withholding

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		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2004 and 2003			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002			F-4
Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2004, 2003 and 2002			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002			F-6
Notes to Consolidated Financial Statements			F-7
Unaudited Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004			F-61
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and 2004			F-62
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004			F-63
Notes to Condensed Consolidated Financial Statements			F-64

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	/s/ KPMG LLP

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						December 31,
						2004				2003
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents					$	546			$	85
	Accounts receivable, less allowance for doubtful accounts of $15 and $17, respectively						186				189
	Receivables from related party						—				56
	Prepaid expenses and other current assets						20				21
			Total current assets				752				351
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $5,142 and $3,834, respectively						6,110				6,808
	Franchises						9,878				13,680
				Total investment in cable properties, net			15,988				20,488
OTHER NONCURRENT ASSETS							344				309
				Total assets		$	17,084			$	21,148
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and accrued expenses					$	1,112			$	1,179
	Payables to related party						19				—
				Total current liabilities			1,131				1,179
LONG-TERM DEBT							18,474				17,873
LOANS PAYABLE — RELATED PARTY							29				37
DEFERRED MANAGEMENT FEES — RELATED PARTY							14				14
OTHER LONG-TERM LIABILITIES							493				687
MINORITY INTEREST							656				719
MEMBER’S EQUITY (DEFICIT):
	Member’s equity (deficit)						(3,698	)			696
	Accumulated other comprehensive loss						(15	)			(57	)
		Total member’s equity (deficit)					(3,713	)			639
		Total liabilities and member’s equity (deficit)				$	17,084			$	21,148

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				Year Ended December 31,
				2004				2003				2002
REVENUES				$	4,977			$	4,819			$	4,566
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,080				1,952				1,807
	Selling, general and administrative				971				940				963
	Depreciation and amortization				1,495				1,453				1,436
	Impairment of franchises				2,433				—				4,638
	(Gain) loss on sale of fixed assets				(86	)			5				3
	Option compensation expense, net				31				4				5
	Special charges, net				104				21				36
	Unfavorable contracts and other settlements				(5	)			(72	)			—
					7,023				4,303				8,888
		Income (loss) from operations			(2,046	)			516				(4,322	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(1,618	)			(1,486	)			(1,425	)
	Gain (loss) on derivative instruments and hedging activities, net				69				65				(115	)
	Gain (loss) on extinguishment of debt				(21	)			187				—
	Other, net				2				(10	)			3
					(1,568	)			(1,244	)			(1,537	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(3,614	)			(728	)			(5,859	)
MINORITY INTEREST					20				(29	)			(16	)
		Loss before income taxes and cumulative effect of accounting change			(3,594	)			(757	)			(5,875	)
INCOME TAX BENEFIT (EXPENSE)					35				(13	)			216
		Loss before cumulative effect of accounting change			(3,559	)			(770	)			(5,659	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					(840	)			—				(540	)
		Net loss		$	(4,399	)		$	(770	)		$	(6,199	)

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							Accumulated
							Other				Total
			Member’s				Comprehensive				Member’s
			Equity				Income				Equity
			(Deficit)				(Loss)				(Deficit)
BALANCE, December 31, 2001			$	8,162			$	(40	)		$	8,122
	Capital contribution			95				—				95
	Distributions to parent company			(52	)			—				(52	)
	Changes in fair value of interest rate agreements			—				(65	)			(65	)
	Other, net			5				—				5
	Net loss			(6,199	)			—				(6,199	)
BALANCE, December 31, 2002				2,011				(105	)			1,906
	Distributions to parent company			(548	)			—				(548	)
	Changes in fair value of interest rate agreements			—				48				48
	Other, net			3				—				3
	Net loss			(770	)			—				(770	)
BALANCE, December 31, 2003				696				(57	)			639
	Changes in fair value of interest rate agreements			—				42				42
	Other, net			5				—				5
	Net loss			(4,399	)			—				(4,399	)
BALANCE, December 31, 2004			$	(3,698	)		$	(15	)		$	(3,713	)

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					Year Ended December 31,
					2004				2003				2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(4,399	)		$	(770	)		$	(6,199	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(20	)			29				16
		Depreciation and amortization				1,495				1,453				1,436
		Impairment of franchises				2,433				—				4,638
		Option compensation expense, net				27				4				5
		Special charges, net				85				—				—
		Noncash interest expense				315				410				387
		(Gain) loss on derivative instruments and hedging activities, net				(69	)			(65	)			115
		(Gain) loss on sale of assets				(86	)			5				3
		(Gain) loss on extinguishment of debt				18				(187	)			—
		Deferred income taxes				(42	)			13				(216	)
		Cumulative effect of accounting change, net				840				—				540
		Unfavorable contracts and other settlements				(5	)			(72	)			—
		Other, net				(3	)			—				—
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				(3	)			62				18
		Prepaid expenses and other assets				(4	)			13				19
		Accounts payable, accrued expenses and other				(83	)			(109	)			58
		Receivables from and payables to related party, including deferred management fees				(68	)			(40	)			(79	)
			Net cash flows from operating activities			431				746				741
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(893	)			(804	)			(2,095	)
	Change in accrued expenses related to capital expenditures					(33	)			(41	)			(49	)
	Proceeds from sale of systems					744				91				—
	Payments for acquisitions, net of cash acquired					—				—				(140	)
	Purchases of investments					(6	)			(8	)			(10	)
	Other, net					(3	)			(3	)			2
			Net cash flows from investing activities			(191	)			(765	)			(2,292	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					3,147				739				4,107
	Repayments of long-term debt					(4,860	)			(1,369	)			(2,135	)
	Repayments to parent companies					(8	)			(36	)			(116	)
	Proceeds from issuance of long-term debt					2,050				529				—
	Payments for debt issuance costs					(108	)			(42	)			(40	)
	Capital contributions					—				—				95
	Distributions					—				(27	)			(52	)
			Net cash flows from financing activities			221				(206	)			1,859
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						461				(225	)			308
CASH AND CASH EQUIVALENTS, beginning of period						85				310				2
CASH AND CASH EQUIVALENTS, end of period					$	546			$	85			$	310
CASH PAID FOR INTEREST					$	1,264			$	1,069			$	1,033
NONCASH TRANSACTIONS:
	Issuance of debt by CCH II, LLC				$	—			$	1,572			$	—
	Retirement of debt					—				1,257				—
	CCH II, LLC notes distributed to retire parent company debt					—				521				—

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1.	Organization and Basis of Presentation

	Reclassifications

2.	Liquidity and Capital Resources

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	Credit Facilities and Covenants

	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

	Sale of Assets

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3.	Summary of Significant Accounting Policies

	Cash Equivalents

	Property, Plant and Equipment

Cable distribution systems			7-20 years
Customer equipment and installations			3-5 years
Vehicles and equipment			1-5 years
Buildings and leasehold improvements			5-15 years
Furniture and fixtures			5 years

	Franchises

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	Other Noncurrent Assets

		Carrying								Gain (loss) for the
		Value at								Years Ended
		December 31,								December 31,
		2004				2003				2004				2003				2002
Equity investments, under the cost method		$	8			$	30			$	(3	)		$	(2	)		$	—
Equity investments, under the equity method			24				10				6				2				(2	)
Marketable securities, at market value			—				—				—				—				2
		$	32			$	40			$	3			$	—			$	—

	Valuation of Property, Plant and Equipment

	Derivative Financial Instruments

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	Revenue Recognition

	Programming Costs

	Advertising Costs

	Stock-Based Compensation

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			Year Ended December 31,
			2004				2003				2002
Net loss			$	(4,399	)		$	(770	)		$	(6,199	)
Add back stock-based compensation expense related to stock options included in reported net loss				31				4				5
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards				(33	)			(30	)			(105	)
Effects of unvested options in stock option exchange (see Note 16)				48				—				—
	Pro forma		$	(4,353	)		$	(796	)		$	(6,299	)

	Unfavorable Contracts and Other Settlements

	Income Taxes

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	Minority Interest

	Segments

4.	Acquisitions

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5.	Allowance for Doubtful Accounts

		Year Ended December 31,
		2004				2003				2002
Balance, beginning of year		$	17			$	19			$	33
Charged to expense			92				79				108
Uncollected balances written off, net of recoveries			(94	)			(81	)			(122	)
Balance, end of year		$	15			$	17			$	19

6.	Property, Plant and Equipment

		2004				2003
Cable distribution systems		$	6,555			$	6,304
Customer equipment and installations			3,497				3,157
Vehicles and equipment			419				415
Buildings and leasehold improvements			518				524
Furniture and fixtures			263				242
			11,252				10,642
Less: accumulated depreciation			(5,142	)			(3,834	)
		$	6,110			$	6,808

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7.	Franchises and Goodwill

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			December 31,
			2004												2003
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,845			$	—			$	9,845			$	13,606			$	—			$	13,606
	Goodwill			52				—				52				52				—				52
			$	9,897			$	—			$	9,897			$	13,658			$	—			$	13,658
Finite-lived intangible assets:
	Franchises with finite lives		$	37			$	4			$	33			$	107			$	33			$	74

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8.	Accounts Payable and Accrued Expenses

			2004				2003
Accounts payable — trade			$	140			$	150
Accrued capital expenditures				60				93
Accrued expenses:
	Interest			310				270
	Programming costs			278				319
	Franchise related fees			67				70
	State sales tax			47				61
	Other			210				216
			$	1,112			$	1,179

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9.	Long-Term Debt

			2004								2003
			Face				Accreted				Face				Accreted
			Value				Value				Value				Value
Long-Term Debt
Charter Holdings:
	8.250% senior notes due 2007		$	451			$	451			$	451			$	450
	8.625% senior notes due 2009			1,244				1,243				1,244				1,242
	9.920% senior discount notes due 2011			1,108				1,108				1,108				1,082
	10.000% senior notes due 2009			640				640				640				640
	10.250% senior notes due 2010			318				318				318				318
	11.750% senior discount notes due 2010			450				448				450				400
	10.750% senior notes due 2009			874				874				874				873
	11.125% senior notes due 2011			500				500				500				500
	13.500% senior discount notes due 2011			675				589				675				517
	9.625% senior notes due 2009			640				638				640				638
	10.000% senior notes due 2011			710				708				710				708
	11.750% senior discount notes due 2011			939				803				939				717
	12.125% senior discount notes due 2012			330				259				330				231
CCH II, LLC:
	10.250% senior notes due 2010			1,601				1,601				1,601				1,601
CCO Holdings, LLC:
	83/4% senior notes due 2013			500				500				500				500
	Senior floating rate notes due 2010			550				550				—				—
Charter Operating:
	8% senior second-lien notes due 2012			1,100				1,100				—				—
	83/8% senior second-lien notes due 2014			400				400				—				—
Renaissance Media Group LLC:
	10.000% senior discount notes due 2008			114				116				114				116
CC V Holdings, LLC:
	11.875% senior discount notes due 2008			113				113				113				113
Credit Facilities
Charter Operating				5,515				5,515				4,459				4,459
CC VI Operating				—				—				868				868
Falcon Cable				—				—				856				856
CC VIII Operating				—				—				1,044				1,044
			$	18,772			$	18,474			$	18,434			$	17,873

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	CCO Holdings Notes.

	83/4% Senior Notes due 2013

	Senior Floating Rate Notes Due 2010

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	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding senior notes of CCO Holdings and CCO Holdings Capital Corp. (except in the case of CCO Holdings’ note guarantee, which ranks equally with such senior notes), the outstanding senior notes of CCH II and CCH II Capital Corp., the outstanding senior notes and senior discount notes of Charter Holdings, the outstanding convertible senior notes of Charter and any future indebtedness of parent companies of CCO Holdings (but subject to provisions in the Charter Operating indenture that permit interest and, subject to meeting the 4.25 to 1.0 leverage ratio test, principal payments to be made thereon); and
	•	senior in right of payment to any future subordinated indebtedness of such guarantor.

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	•	incur additional debt;
	•	pay dividends on equity or repurchase equity;
	•	make investments;
	•	sell all or substantially all of their assets or merge with or into other companies;
	•	sell assets;
	•	enter into sale-leasebacks;
	•	in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to the bond issuers, guarantee their parent companies debt, or issue specified equity interests;
	•	engage in certain transactions with affiliates; and
	•	grant liens.

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	•	the failure to make payments when due or within the applicable grace period,
	•	the failure to comply with specified covenants, including but not limited to a covenant to deliver audited financial statements with an unqualified opinion from the Company’s independent auditors,
	•	the failure to pay or the occurrence of events that cause or permit the acceleration of other indebtedness owing by CCO Holdings, Charter Operating or Charter Operating’s subsidiaries in amounts in excess of $50 million in aggregate principal amount,
	•	the failure to pay or the occurrence of events that result in the acceleration of other indebtedness owing by certain of CCO Holdings’ direct and indirect parent companies in amounts in excess of $200 million in aggregate principal amount,
	•	Paul Allen and/or certain of his family members and/or their exclusively owned entities (collectively, the “Paul Allen Group”) ceasing to have the power, directly or indirectly, to vote at least 35% of the ordinary voting power of Charter Operating,
	•	the consummation of any transaction resulting in any person or group (other than the Paul Allen Group) having power, directly or indirectly, to vote more than 35% of the ordinary voting power of Charter Operating, unless the Paul Allen Group holds a greater share of ordinary voting power of Charter Operating,
	•	certain of Charter Operating’s indirect or direct parent companies having indebtedness in excess of $500 million aggregate principal amount which remains undefeased three months prior to the final maturity of such indebtedness, and
	•	Charter Operating ceasing to be a wholly-owned direct subsidiary of CCO Holdings, except in certain very limited circumstances.

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Year		Amount
2005		$	30
2006			30
2007			731
2008			857
2009			4,178
Thereafter			12,946
		$	18,772

10.	Comprehensive Loss

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11.	Accounting for Derivative Instruments and Hedging Activities

12.	Fair Value of Financial Instruments

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		2004								2003
		Carrying				Fair				Carrying				Fair
		Value				Value				Value				Value
Debt
Charter Holdings debt		$	8,579			$	7,669			$	8,316			$	7,431
CCH II debt			1,601				1,698				1,601				1,680
CCO Holdings debt			1,050				1,064				500				510
Charter Operating debt			1,500				1,563				—				—
Credit facilities			5,515				5,502				7,227				6,949
Other			229				236				229				238
Interest Rate Agreements
Liabilities Swaps			69				69				171				171
Collars			1				1				8				8

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13.	Revenues

		Year Ended December 31,
		2004				2003				2002
Video		$	3,373			$	3,461			$	3,420
High-speed data			741				556				337
Advertising sales			289				263				302
Commercial			238				204				161
Other			336				335				346
		$	4,977			$	4,819			$	4,566

14.	Operating Expenses

		Year Ended December 31,
		2004				2003				2002
Programming		$	1,319			$	1,249			$	1,166
Advertising sales			98				88				87
Service			663				615				554
		$	2,080			$	1,952			$	1,807

15.	Selling, General and Administrative Expenses

		Year Ended December 31,
		2004				2003				2002
General and administrative		$	849			$	833			$	810
Marketing			122				107				153
		$	971			$	940			$	963

16.	Stock Compensation Plans

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		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Options outstanding, beginning of period			47,882			$	12.48				53,632			$	14.22				46,558			$	17.10
Granted			9,405				4.88				7,983				3.53				13,122				4.88
Exercised			(839	)			2.02				(165	)			3.96				—				—
Cancelled			(31,613	)			15.16				(13,568	)			14.10				(6,048	)			16.32
Options outstanding, end of period			24,835			$	6.57				47,882			$	12.48				53,632			$	14.22
Weighted average remaining contractual life			8 years								8 years								8 years
Options exercisable, end of period			7,731			$	10.77				22,861			$	16.36				17,844			$	17.93
Weighted average fair value of options granted		$	3.71							$	2.71							$	2.89

		Options Outstanding												Options Exercisable
						Weighted-												Weighted-
						Average				Weighted-								Average				Weighted-
						Remaining				Average								Remaining				Average
		Number				Contractual				Exercise				Number				Contractual				Exercise
Range of Exercise Prices		Outstanding				Life				Price				Exercisable				Life				Price
		(In thousands)												(In thousands)
$ 1.11 - $ 1.60			3,144				8 years			$	1.52				782				8 years			$	1.45
$ 2.85 - $ 4.56			7,408				8 years				3.45				2,080				8 years				3.28
$ 5.06 - $ 5.17			8,857				9 years				5.14				533				9 years				5.06
$ 9.13 - $13.68			2,264				7 years				11.08				1,481				7 years				11.28
$13.96 - $23.09			3,162				5 years				19.63				2,855				5 years				19.59

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17.	Special Charges

			Severance												Total Special
			/Leases				Litigation				Other				Charge
Special Charges			$	31			$	—			$	5			$	36
	Balance at December 31, 2002			31
Special Charges				26			$	—			$	(5	)		$	21
Payments				(43	)
	Balance at December 31, 2003			14
Special Charges				12			$	92			$	—			$	104
Payments				(20	)
	Balance at December 31, 2004		$	6

18.	Income Taxes

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			December 31,
			2004				2003				2002
Current expense:
	Federal income taxes		$	2			$	1			$	—
	State income taxes			4				1				2
Current income tax expense				6				2				2
Deferred benefit:
	Federal income taxes			(50	)			10				(219	)
	State income taxes			(7	)			1				(31	)
Deferred income tax (benefit) expense:				(57	)			11				(250	)
Total income (benefit) expense			$	(51	)		$	13			$	(248	)

		December 31,
		2004				2003				2002
Statutory federal income taxes		$	(1,258	)		$	(265	)		$	(2,056	)
State income taxes, net of federal benefit			(180	)			(38	)			(294	)
Losses allocated to limited liability companies not subject to income taxes			1,367				290				2,105
Valuation allowance provided			20				26				(3	)
Income tax (benefit) expense			(51	)			13				(248	)
Less: cumulative effect of accounting change			16				—				32
Income tax (benefit) expense		$	(35	)		$	13			$	(216	)

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			December 31,
			2004				2003
Deferred tax assets:
	Net operating loss carryforward		$	95			$	80
	Other			8				6
Total gross deferred tax assets				103				86
Less: valuation allowance				(71	)			(51	)
Net deferred tax assets			$	32			$	35
Deferred tax liabilities:
	Property, plant & equipment		$	(39	)		$	(42	)
	Franchises			(201	)			(260	)
Gross deferred tax liabilities				(240	)			(302	)
Net deferred tax liabilities			$	(208	)		$	(267	)

19.	Related Party Transactions

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F-42

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20.	Commitments and Contingencies

	Commitments

			Total				2005				2006				2007				2008				2009				Thereafter
Contractual Obligations
Operating and Capital Lease Obligations(1)			$	88			$	23			$	17			$	13			$	10			$	7			$	18
Programming Minimum Commitments(2)				1,579				318				344				375				308				234				—
Other(3)				272				62				50				47				25				21				67
	Total		$	1,939			$	403			$	411			$	435			$	343			$	262			$	85

(1)	The Company leases certain facilities and equipment under noncancellable operating leases. Leases and rental costs charged to expense for the years ended December 31, 2004, 2003 and 2002, were $23 million, $30 million and $31 million, respectively.
(2)	The Company pays programming fees under multi-year contracts ranging from three to six years typically based on a flat fee per customer, which may be fixed for the term or may in some cases, escalate over the term. Programming costs included in the accompanying statement of operations were $1.3 billion, $1.2 billion and $1.2 billion for the years ended December 31, 2004, 2003 and 2002, respectively. Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.
(3)	“Other” represents other guaranteed minimum commitments, which consist primarily of commitments to the Company’s billing services vendors.

	•	The Company also rents utility poles used in its operations. Generally, pole rentals are cancellable on short notice, but the Company anticipates that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2004, 2003 and 2002, was $43 million, $40 million and $41 million, respectively.
	•	The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues earned from video service per year. The Company also pays other franchise related costs, such as public education grants under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were $164 million, $162 million and $160 million for the years ended December 31, 2004, 2003 and 2002, respectively.
	•	The Company also has $166 million in letters of credit, primarily to its various worker’s compensation, property casualty and general liability carriers as collateral for reimbursement of claims. These letters of credit reduce the amount the Company may borrow under its credit facilities.

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	Litigation

F-46

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F-47

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F-48

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	Regulation in the Cable Industry

21.	Employee Benefit Plan

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22.	Recently Issued Accounting Standards

23.	Parent Company Only Financial Statements

		December 31,
		2004				2003
ASSETS
Accounts receivable		$	11			$	11
Receivable from related party			11				—
Investment in subsidiaries			4,913				8,951
Other assets			94				131
		$	5,029			$	9,093
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
Current liabilities		$	163			$	138
Long-term debt			8,579				8,316
Member’s equity (deficit)			(3,713	)			639
Total liabilities and member’s equity (deficit)		$	5,029			$	9,093

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		Year Ended December 31,
		2004				2003				2002
Interest expense		$	(892	)		$	(941	)		$	(913	)
Gain on extinguishment of debt			—				187				—
Equity in losses in subsidiaries			(3,506	)			(15	)			(5,286	)
Other, net			(1	)			(1	)			—
Net loss		$	(4,399	)		$	(770	)		$	(6,199	)

				Year Ended December 31,
				2004				2003				2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(4,399	)		$	(770	)		$	(6,199	)
	Noncash interest expense				288				372				349
	Equity in losses of subsidiaries				3,506				15				5,286
	Gain on extinguishment of debt				—				(187	)			—
	Other, net				2				—
	Changes in operating assets and liabilities				25				(5	)			(20	)
		Net cash flows from operating activities			(578	)			(575	)			(584	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of investments				—				(8	)			(7	)
	Investment in subsidiaries				—				(10	)			(359	)
	Repayment on loans to subsidiaries				—				59				(374	)
		Net cash flows from investing activities			—				41				(740	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of debt				—				—				894
	Payments for debt issuance costs				—				—				(19	)
	Capital contributions				—				—				95
	Distributions from subsidiaries				578				561				404
	Distributions to parent companies				—				(27	)			(52	)
		Net cash flows from financing activities			578				534				1,322
NET DECREASE IN CASH AND CASH EQUIVALENTS					—				—				(2	)
CASH AND CASH EQUIVALENTS, beginning of year					—				—				2
CASH AND CASH EQUIVALENTS, end of year				$	—			$	—			$	—

24.	Consolidating Schedules

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																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	—			$	—			$	546			$	—			$	546
	Accounts receivable, net				11				—				—				175				—				186
	Receivables from related party				11				—				—				—				(11	)			—
	Prepaid expenses and other current assets				—				—				—				20				—				20
		Total current assets			22				—				—				741				(11	)			752
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				—				—				—				6,110				—				6,110
	Franchises, net				—				—				—				9,878				—				9,878
		Total investment in cable properties, net			—				—				—				15,988				—				15,988
INVESTMENT IN SUBSIDIARIES					4,913				4,913				4,913				—				(14,739	)			—
OTHER NONCURRENT ASSETS					94				—				—				250				—				344
		Total assets		$	5,029			$	4,913			$	4,913			$	16,979			$	(14,750	)		$	17,084
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	163			$	—			$	—			$	949			$	—			$	1,112
	Payables to related party				—				—				—				30				(11	)			19
		Total current liabilities			163				—				—				979				(11	)			1,131
LONG-TERM DEBT					8,579				—				—				9,895				—				18,474
LOANS PAYABLE — RELATED PARTY					—				—				—				29				—				29
DEFERRED MANAGEMENT FEES — RELATED PARTY					—				—				—				14				—				14
OTHER LONG-TERM LIABILITIES					—				—				—				493				—				493
MINORITY INTEREST					—				—				—				656				—				656
MEMBER’S EQUITY (DEFICIT):
	Member’s equity (deficit)				(3,713	)			4,913				4,913				4,928				(14,739	)			(3,698	)
	Accumulated other comprehensive loss				—				—				—				(15	)			—				(15	)
		Total member’s equity (deficit)			(3,713	)			4,913				4,913				4,913				(14,739	)			(3,713	)
		Total liabilities and member’s equity (deficit)		$	5,029			$	4,913			$	4,913			$	16,979			$	(14,750	)		$	17,084

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																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	—			$	—			$	85			$	—			$	85
	Accounts receivable, net				11				—				—				178				—				189
	Receivables from related party				—				—				—				59				(3	)			56
	Prepaid expenses and other current assets				—				—				—				21				—				21
		Total current assets			11				—				—				343				(3	)			351
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				—				—				—				6,808				—				6,808
	Franchises, net				—				—				—				13,680				—				13,680
		Total investment in cable properties, net			—				—				—				20,488				—				20,488
INVESTMENT IN SUBSIDIARIES					8,951				8,951				8,951				—				(26,853	)			—
OTHER NONCURRENT ASSETS					131				—				—				178				—				309
		Total assets		$	9,093			$	8,951			$	8,951			$	21,009			$	(26,856	)		$	21,148
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	135			$	—			$	—			$	1,044			$	—			$	1,179
	Payables to related party				3				—				—				—				(3	)			—
		Total current liabilities			138				—				—				1,044				(3	)			1,179
LONG-TERM DEBT					8,316				—				—				9,557				—				17,873
LOANS PAYABLE — RELATED PARTY					—				—				—				37				—				37
DEFERRED MANAGEMENT FEES — RELATED PARTY					—				—				—				14				—				14
OTHER LONG-TERM LIABILITIES					—				—				—				687				—				687
MINORITY INTEREST					—				—				—				719				—				719
MEMBER’S EQUITY (DEFICIT):
	Member’s equity (deficit)				639				8,951				8,951				9,008				(26,853	)			696
	Accumulated other comprehensive loss				—				—				—				(57	)			—				(57	)
		Total member’s equity (deficit)			639				8,951				8,951				8,951				(26,853	)			639
		Total liabilities and member’s equity (deficit)		$	9,093			$	8,951			$	8,951			$	21,009			$	(26,856	)		$	21,148

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																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
REVENUES				$	—			$	—			$	—			$	4,977			$	—			$	4,977
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				—				—				—				2,080				—				2,080
	Selling, general and administrative				—				—				—				971				—				971
	Depreciation and amortization				—				—				—				1,495				—				1,495
	Impairment of franchises				—				—				—				2,433				—				2,433
	Gain on sale of fixed assets				—				—				—				(86	)			—				(86	)
	Option compensation expense, net				—				—				—				31				—				31
	Special charges, net				—				—				—				104				—				104
	Unfavorable contracts and other settlements				—				—				—				(5	)			—				(5	)
					—				—				—				7,023				—				7,023
		Loss from operations			—				—				—				(2,046	)			—				(2,046	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(892	)			—				—				(726	)			—				(1,618	)
	Gain on derivative instruments and hedging activities, net				—				—				—				69				—				69
	Loss on extinguishment of debt				—				—				—				(21	)			—				(21	)
	Other, net				(1	)			—				—				3				—				2
	Income (loss) from equity investment in subsidiaries				(3,506	)			(3,506	)			(3,506	)			—				10,518				—
					(4,399	)			(3,506	)			(3,506	)			(675	)			10,518				(1,568	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(4,399	)			(3,506	)			(3,506	)			(2,721	)			10,518				(3,614	)
MINORITY INTEREST					—				—				—				20				—				20
		Loss before income taxes and cumulative effect of accounting change			(4,399	)			(3,506	)			(3,506	)			(2,701	)			10,518				(3,594	)
INCOME TAX BENEFIT					—				—				—				35				—				35
		Loss before cumulative effect of accounting change			(4,399	)			(3,506	)			(3,506	)			(2,666	)			10,518				(3,559	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				—				—				(840	)			—				(840	)
		Net loss		$	(4,399	)		$	(3,506	)		$	(3,506	)		$	(3,506	)		$	10,518			$	(4,399	)

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																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
REVENUES				$	—			$	—			$	—			$	4,819			$	—			$	4,819
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				—				—				—				1,952				—				1,952
	Selling, general and administrative				—				—				—				940				—				940
	Depreciation and amortization				—				—				—				1,453				—				1,453
	Loss on sale of fixed assets				—				—				—				5				—				5
	Option compensation expense, net				—				—				—				4				—				4
	Special charges, net				—				—				—				21				—				21
	Unfavorable contracts and other settlements				—				—				—				(72	)			—				(72	)
					—				—				—				4,303				—				4,303
		Loss from operations			—				—				—				516				—				516
OTHER INCOME AND EXPENSES:
	Interest expense, net				(941	)			—				—				(545	)			—				(1,486	)
	Gain on derivative instruments and hedging activities, net				—				—				—				65				—				65
	Gain on extinguishment of debt				187				—				—				—				—				187
	Other, net				(1	)			—				—				(9	)			—				(10	)
	Income (loss) from equity investment in subsidiaries				(15	)			(15	)			(15	)			—				45				—
					(770	)			(15	)			(15	)			(489	)			45				(1,244	)
		Loss before minority interest and income taxes			(770	)			(15	)			(15	)			27				45				(728	)
MINORITY INTEREST					—				—				—				(29	)			—				(29	)
		Loss before income taxes			(770	)			(15	)			(15	)			(2	)			45				(757	)
INCOME TAX EXPENSE					—				—				—				(13	)			—				(13	)
		Net loss		$	(770	)		$	(15	)		$	(15	)		$	(15	)		$	45			$	(770	)

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																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
REVENUES				$	—			$	—			$	—			$	4,566			$	—			$	4,566
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				—				—				—				1,807				—				1,807
	Selling, general and administrative				—				—				—				963				—				963
	Depreciation and amortization				—				—				—				1,436				—				1,436
	Impairment of franchises				—				—				—				4,638				—				4,638
	Loss on sale of fixed assets				—				—				—				3				—				3
	Option compensation expense, net				—				—				—				5				—				5
	Special charges, net				—				—				—				36				—				36
					—				—				—				8,888				—				8,888
		Loss from operations			—				—				—				(4,322	)			—				(4,322	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(913	)			—				—				(512	)			—				(1,425	)
	Loss on derivative instruments and hedging activities, net				—				—				—				(115	)			—				(115	)
	Other, net				—				—				—				3				—				3
	Income (loss) from equity investment in subsidiaries				(5,286	)			(5,286	)			(5,286	)			—				15,858				—
					(6,199	)			(5,286	)			(5,286	)			(624	)			15,858				(1,537	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(6,199	)			(5,286	)			(5,286	)			(4,946	)			15,858				(5,859	)
MINORITY INTEREST					—				—				—				(16	)			—				(16	)
		Loss before income taxes and cumulative effect of accounting change			(6,199	)			(5,286	)			(5,286	)			(4,962	)			15,858				(5,875	)
INCOME TAX BENEFIT					—				—				—				216				—				216
		Loss before cumulative effect of accounting change			(6,199	)			(5,286	)			(5,286	)			(4,746	)			15,858				(5,659	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				—				—				(540	)			—				(540	)
		Net loss		$	(6,199	)		$	(5,286	)		$	(5,286	)		$	(5,286	)		$	15,858			$	(6,199	)

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Table of Contents

																									Charter
					Charter												All Other								Holdings
					Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(4,399	)		$	(3,506	)		$	(3,506	)		$	(3,506	)		$	10,518			$	(4,399	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				—				—				—				(20	)			—				(20	)
		Depreciation and amortization				—				—				—				1,495				—				1,495
		Impairment of franchises				—				—				—				2,433				—				2,433
		Option compensation expense, net				—				—				—				27				—				27
		Special charges, net				—				—				—				85				—				85
		Noncash interest expense				288				—				—				27				—				315
		Gain on derivative instruments and hedging activities, net				—				—				—				(69	)			—				(69	)
		Gain on sale of assets				—				—				—				(86	)			—				(86	)
		Equity in losses in subsidiaries				3,506				3,506				3,506				—				(10,518	)			—
		Loss on extinguishment of debt				—				—				—				18				—				18
		Deferred income taxes				—				—				—				(42	)			—				(42	)
		Cumulative effect of accounting change, net				—				—				—				840				—				840
		Unfavorable contracts and other settlements				—				—				—				(5	)			—				(5	)
		Other, net				2				—				—				(5	)			—				(3	)
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				1				—				—				(4	)			—				(3	)
		Prepaid expenses and other assets				—				—				—				(4	)			—				(4	)
		Accounts payable, accrued expenses and other				20				—				—				(103	)			—				(83	)
		Receivables from and payables to related party, including deferred management fees				4				—				—				(72	)			—				(68	)
			Net cash flows from operating activities			(578	)			—				—				1,009				—				431
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					—				—				—				(893	)			—				(893	)
	Change in accrued expenses related to capital expenditures					—				—				—				(33	)			—				(33	)
	Proceeds from sale of systems					—				—				—				744				—				744
	Purchases of investments					—				—				—				(6	)			—				(6	)
	Other, net					—				—				—				(3	)			—				(3	)
			Net cash flows from investing activities			—				—				—				(191	)			—				(191	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					—				—				—				3,147				—				3,147
	Repayments of long-term debt					—				—				—				(4,860	)			—				(4,860	)
	Repayments to parent companies					—				—				—				(8	)			—				(8	)
	Proceeds from issuance of long-term debt					—				—				—				2,050				—				2,050
	Payments for debt issuance costs					—				—				—				(108	)			—				(108	)
	Distributions					578				—				—				(578	)			—				—
			Net cash flows from financing activities			578				—				—				(357	)			—				221
NET INCREASE IN CASH AND CASH EQUIVALENTS						—				—				—				461				—				461
CASH AND CASH EQUIVALENTS, beginning of period						—				—				—				85				—				85
CASH AND CASH EQUIVALENTS, end of period					$	—			$	—			$	—			$	546			$	—			$	546

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Table of Contents

																										Charter
						Charter												All Other								Holdings
						Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss					$	(770	)		$	(15	)		$	(15	)		$	(15	)		$	45			$	(770	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest					—				—				—				29				—				29
		Depreciation and amortization					—				—				—				1,453				—				1,453
		Option compensation expense, net					—				—				—				4				—				4
		Noncash interest expense					372				—				—				38				—				410
		Gain on derivative instruments and hedging activities, net					—				—				—				(65	)			—				(65	)
		Loss on sale of assets					—				—				—				5				—				5
		Equity in losses in subsidiaries					15				15				15				—				(45	)			—
		Gain on extinguishment of debt					(187	)			—				—				—				—				(187	)
		Deferred income taxes					—				—				—				13				—				13
		Unfavorable contracts and other settlements					—				—				—				(72	)			—				(72	)
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable					(7	)			—				—				69				—				62
		Prepaid expenses and other assets					1				—				—				12				—				13
		Accounts payable, accrued expenses and other					(6	)			—				—				(103	)			—				(109	)
			Receivables from and payables to related party, including deferred management fees				7				—				—				(47	)			—				(40	)
				Net cash flows from operating activities			(575	)			—				—				1,321				—				746
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment						—				—				—				(804	)			—				(804	)
	Change in accrued expenses related to capital expenditures						—				—				—				(41	)			—				(41	)
	Proceeds from sale of systems						—				—				—				91				—				91
	Purchases of investments						(8	)			—				—				—				—				(8	)
	Investment in subsidiaries						(10	)			—				—				—				10				—
	Repayment on loans to subsidiaries						59				—				—				—				(59	)			—
	Other, net						—				—				—				(3	)			—				(3	)
				Net cash flows from investing activities			41				—				—				(757	)			(49	)			(765	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt						—				—				—				739				—				739
	Repayments of long-term debt						—				—				—				(1,369	)			—				(1,369	)
	Repayments to parent companies						—				—				—				(96	)			60				(36	)
	Proceeds from issuance of long-term debt						—				—				—				529				—				529
	Payments for debt issuance costs						—				—				—				(42	)			—				(42	)
	Distributions						534				—				—				(552	)			(9	)			(27	)
				Net cash flows from financing activities			534				—				—				(791	)			51				(206	)
NET DECREASE IN CASH AND CASH EQUIVALENTS							—				—				—				(227	)			2				(225	)
CASH AND CASH EQUIVALENTS, beginning of period							—				—				—				310				—				310
CASH AND CASH EQUIVALENTS, end of period						$	—			$	—			$	—			$	83			$	2			$	85

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																									Charter
					Charter												All Other								Holdings
					Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(6,199	)		$	(5,286	)		$	(5,286	)		$	(5,286	)		$	15,858			$	(6,199	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				—				—				—				16				—				16
		Depreciation and amortization				—				—				—				1,436				—				1,436
		Impairment of franchises				—				—				—				4,638				—				4,638
		Option compensation expense, net				—				—				—				5				—				5
		Noncash interest expense				349				—				—				38				—				387
		Loss on derivative instruments and hedging activities, net				—				—				—				115				—				115
		Loss on sale of assets				—				—				—				3				—				3
		Equity in losses in subsidiaries				5,286				5,286				5,286				—				(15,858	)			—
		Deferred income taxes				—				—				—				(216	)			—				(216	)
		Cumulative effect of accounting change, net				—				—				—				540				—				540
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				(3	)			—				—				21				—				18
		Prepaid expenses and other assets				1				—				—				18				—				19
		Accounts payable, accrued expenses and other				19				—				—				39				—				58
		Receivables from and payables to related party, including deferred management fees				(37	)			—				—				(42	)			—				(79	)
			Net cash flows from operating activities			(584	)			—				—				1,325				—				741
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					—				—				—				(2,095	)			—				(2,095	)
	Change in accrued expenses related to capital expenditures					—				—				—				(49	)			—				(49	)
	Payments for acquisitions, net of cash acquired					—				—				—				(140	)			—				(140	)
	Purchases of investments					(7	)			—				—				(3	)			—				(10	)
	Investment in subsidiaries					(359	)			—				—				—				359				—
	Repayment of loans from subsidiaries					(374	)			—				—				—				374				—
	Other, net					—				—				—				2				—				2
			Net cash flows from investing activities			(740	)			—				—				(2,285	)			733				(2,292	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					894				—				—				3,213				—				4,107
	Repayments of long-term debt					—				—				—				(2,135	)			—				(2,135	)
	Repayments to parent companies					—				—				—				(233	)			117				(116	)
	Payments for debt issuance costs					(19	)			—				—				(21	)			—				(40	)
	Contributions					447				—				—				446				(850	)			43
			Net cash flows from financing activities			1,322				—				—				1,270				(733	)			1,859
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(2	)			—				—				310				—				308
CASH AND CASH EQUIVALENTS, beginning of period						2				—				—				—				—				2
CASH AND CASH EQUIVALENTS, end of period					$	—			$	—			$	—			$	310			$	—			$	310

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				September 30,				December 31,
				2005				2004
				(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	20			$	546
	Accounts receivable, less allowance for doubtful accounts of $15 and $15, respectively				185				186
	Prepaid expenses and other current assets				23				20
		Total current assets			228				752
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $6,357 and $5,142, respectively				5,895				6,110
	Franchises, net				9,830				9,878
		Total investment in cable properties, net			15,725				15,988
OTHER NONCURRENT ASSETS					323				344
		Total assets		$	16,276			$	17,084
LIABILITIES AND MEMBER’S DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,055			$	1,112
	Payables to related party				105				19
		Total current liabilities			1,160				1,131
LONG-TERM DEBT					18,254				18,474
LOANS PAYABLE — RELATED PARTY					57				29
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					418				493
MINORITY INTEREST					665				656
MEMBER’S DEFICIT:
	Member’s deficit				(4,292	)			(3,698	)
	Accumulated other comprehensive loss				—				(15	)
		Total member’s deficit			(4,292	)			(3,713	)
		Total liabilities and member’s deficit		$	16,276			$	17,084

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				Three Months Ended								Nine Months Ended
				September 30,								September 30,
				2005				2004				2005				2004
REVENUES				$	1,318			$	1,248			$	3,912			$	3,701
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				586				525				1,714				1,552
	Selling, general and administrative				269				252				762				735
	Depreciation and amortization				375				371				1,134				1,105
	Impairment of franchises				—				2,433				—				2,433
	Asset impairment charges				—				—				39				—
	(Gain) loss on sale of assets, net				1				—				5				(104	)
	Option compensation expense, net				3				8				11				34
	Hurricane asset retirement loss				19				—				19				—
	Special charges, net				2				3				4				100
					1,255				3,592				3,688				5,855
		Income (loss) from operations			63				(2,344	)			224				(2,154	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(442	)			(413	)			(1,297	)			(1,193	)
	Gain (loss) on derivative instruments and hedging activities, net				17				(8	)			43				48
	Gain (loss) on extinguishment of debt				490				—				494				(21	)
	Gain on investments				—				—				21				—
					65				(421	)			(739	)			(1,166	)
	Income (loss) before minority interest, income taxes and cumulative effect of accounting change				128				(2,765	)			(515	)			(3,320	)
MINORITY INTEREST					(3	)			34				(9	)			25
	Income (loss) before income taxes and cumulative effect of accounting change				125				(2,731	)			(524	)			(3,295	)
INCOME TAX BENEFIT (EXPENSE)					(2	)			45				(10	)			41
	Income (loss) before cumulative effect of accounting change				123				(2,686	)			(534	)			(3,254	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				(840	)			—				(840	)
	Net income (loss)			$	123			$	(3,526	)		$	(534	)		$	(4,094	)

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					Nine Months Ended
					September 30,
					2005				2004
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(534	)		$	(4,094	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				9				(25	)
		Depreciation and amortization				1,134				1,105
		Asset impairment charges				39				—
		Impairment of franchises				—				2,433
		Option compensation expense, net				11				25
		Hurricane asset retirement loss				19				—
		Special charges, net				—				85
		Noncash interest expense				195				232
		Gain on derivative instruments and hedging activities, net				(43	)			(48	)
		(Gain) loss on sale of assets, net				5				(104	)
		(Gain) loss on extinguishment of debt				(501	)			18
		Gain on investments				(21	)			—
		Deferred income taxes				6				(44	)
		Cumulative effect of accounting change, net of tax				—				840
		Other, net				—				(1	)
	Changes in operating assets and liabilities, net of effects from dispositions:
		Accounts receivable				(5	)			2
		Prepaid expenses and other assets				(7	)			(3	)
		Accounts payable, accrued expenses and other				(121	)			(15	)
		Receivables from and payables to related party, including deferred management fees				(65	)			(53	)
			Net cash flows from operating activities			121				353
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(815	)			(616	)
	Change in accrued expenses related to capital expenditures					39				(11	)
	Proceeds from sale of assets					38				727
	Purchases of investments					(1	)			(14	)
	Proceeds from investments					16				—
	Other, net					(2	)			(2	)
			Net cash flows from investing activities			(725	)			84
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					897				2,873
	Borrowings from related parties					140				—
	Repayments of long-term debt					(1,014	)			(4,707	)
	Repayments to related parties					(112	)			—
	Proceeds from issuance of debt					294				1,500
	Payments for debt issuance costs					(67	)			(97	)
	Distributions					(60	)			—
			Net cash flows from financing activities			78				(431	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(526	)			6
CASH AND CASH EQUIVALENTS, beginning of period						546				85
CASH AND CASH EQUIVALENTS, end of period					$	20			$	91
CASH PAID FOR INTEREST					$	1,139			$	809
NONCASH TRANSACTIONS:
	Issuance of debt by CCH I Holdings, LLC				$	2,423			$	—
	Issuance of debt by CCH I, LLC				$	3,686			$	—
	Issuance of debt by Charter Communications Operating, LLC				$	333			$	—
	Retirement of Charter Communications Holdings, LLC debt				$	(7,000	)		$	—
	Transfer of property, plant and equipment from parent company				$	139			$	—

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1.	Organization and Basis of Presentation

	Reclassifications

2.	Liquidity and Capital Resources

F-64

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F-65

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F-66

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3.	Sale of Assets

4.	Franchises and Goodwill

F-67

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F-68

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			September 30, 2005												December 31, 2004
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,797			$	—			$	9,797			$	9,845			$	—			$	9,845
	Goodwill			52				—				52				52				—				52
			$	9,849			$	—			$	9,849			$	9,897			$	—			$	9,897
Finite-lived intangible assets:
	Franchises with finite lives		$	40			$	7			$	33			$	37			$	4			$	33

5.	Accounts Payable and Accrued Expenses

			September 30,				December 31,
			2005				2004
Accounts payable — trade			$	67			$	140
Accrued capital expenditures				99				60
Accrued expenses:
	Interest			278				310
	Programming costs			287				278
	Franchise-related fees			56				67
	Compensation			57				47
	Other			211				210
			$	1,055			$	1,112

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6.	Long-Term Debt

				September 30, 2005								December 31, 2004
				Principal				Accreted				Principal				Accreted
				Amount				Value				Amount				Value
Long-Term Debt
	Charter Communications Holdings, LLC:
		8.250% senior notes due 2007		$	105			$	105			$	451			$	451
		8.625% senior notes due 2009			292				292				1,244				1,243
		9.920% senior discount notes due 2011			198				198				1,108				1,108
		10.000% senior notes due 2009			154				154				640				640
		10.250% senior notes due 2010			49				49				318				318
		11.750% senior discount notes due 2010			43				43				450				448
		10.750% senior notes due 2009			131				131				874				874
		11.125% senior notes due 2011			217				217				500				500
		13.500% senior discount notes due 2011			94				91				675				589
		9.625% senior notes due 2009			107				107				640				638
		10.000% senior notes due 2011			137				136				710				708
		11.750% senior discount notes due 2011			125				116				939				803
		12.125% senior discount notes due 2012			113				97				330				259
	CCH I Holdings, LLC:
		11.125% senior notes due 2014			151				151				—				—
		9.920% senior discount notes due 2014			471				471				—				—
		10.000% senior notes due 2014			299				299				—				—
		11.750% senior discount notes due 2014			815				759				—				—
		13.500% senior discount notes due 2014			581				559				—				—
		12.125% senior discount notes due 2015			217				187				—				—
	CCH I, LLC:
		11.00% senior notes due 2015			3,525				3,686				—				—
	CCH II, LLC:
		10.250% senior notes due 2010			1,601				1,601				1,601				1,601
	CCO Holdings, LLC:
		83/4% senior notes due 2013			800				794				500				500
		Senior floating rate notes due 2010			550				550				550				550
	Charter Communications Operating, LLC:
		8% senior second lien notes due 2012			1,100				1,100				1,100				1,100
		83/8% senior second lien notes due 2014			733				733				400				400
	Renaissance Media Group LLC:
		10.000% senior discount notes due 2008			114				115				114				116
	CC V Holdings, LLC:
		11.875% senior discount notes due 2008			—				—				113				113
Credit Facilities
	Charter Operating				5,513				5,513				5,515				5,515
				$	18,235			$	18,254			$	18,772			$	18,474

F-70

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	Gain (loss) on extinguishment of debt

F-71

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Table of Contents

7.	Minority Interest

8.	Comprehensive Income (Loss)

9.	Accounting for Derivative Instruments and Hedging Activities

F-72

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Table of Contents

F-73

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Table of Contents

10.	Revenues

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2005				2004				2005				2004
Video		$	848			$	839			$	2,551			$	2,534
High-speed Internet			230				189				671				538
Advertising sales			74				73				214				205
Commercial			71				61				205				175
Other			95				86				271				249
		$	1,318			$	1,248			$	3,912			$	3,701

11.	Operating Expenses

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2005				2004				2005				2004
Programming		$	357			$	328			$	1,066			$	991
Service			203				173				572				489
Advertising sales			26				24				76				72
		$	586			$	525			$	1,714			$	1,552

12.	Selling, General and Administrative Expenses

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2005				2004				2005				2004
General and administrative		$	231			$	220			$	658			$	636
Marketing			38				32				104				99
		$	269			$	252			$	762			$	735

13.	Hurricane Asset Retirement Loss

F-74

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14.	Special Charges

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2005				2004				2005				2004
Beginning Balance		$	4			$	6			$	6			$	14
Special Charges			1				6				5				9
Payments			(1	)			(3	)			(7	)			(14	)
Balance at September 30,		$	4			$	9			$	4			$	9

15.	Income Taxes

F-75

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Table of Contents

16.	Contingencies

	Securities Class Actions and Derivative Suits

F-76

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Table of Contents

	Government Investigations

F-77

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Table of Contents

	Indemnification

	Other Litigation

17.	Stock Compensation Plans

F-78

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Table of Contents

			Three Months
			Ended								Nine Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Net income (loss)			$	123			$	(3,526	)		$	(534	)		$	(4,094	)
Add back stock-based compensation expense related to stock options included in reported net income (loss)				3				8				11				34
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards				(3	)			(6	)			(11	)			(37	)
Effects of unvested options in stock option exchange				—				—				—				48
	Pro forma		$	123			$	(3,524	)		$	(534	)		$	(4,049	)

F-79

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18.	Related Party Transactions

	CC VIII

F-80

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Table of Contents

F-81

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Table of Contents

	TechTV, Inc.

F-82

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Table of Contents

	Digeo, Inc.

F-83

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Table of Contents

F-84

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Table of Contents

	Oxygen Media LLC

F-85

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Table of Contents

	Helicon

19.	Consolidating Schedules

F-86

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Table of Contents

F-87

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Table of Contents

																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	3			$	8			$	9			$	—			$	20
	Accounts receivable, net				—				—				—				185				—				185
	Receivables from related party				10				—				—				—				(10	)			—
	Prepaid expenses and other current assets				—				—				—				23				—				23
		Total current assets			10				3				8				217				(10	)			228
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				—				—				—				5,895				—				5,895
	Franchises, net				—				—				—				9,830				—				9,830
		Total investment in cable properties, net			—				—				—				15,725				—				15,725
INVESTMENT IN SUBSIDIARIES					(2,496	)			(92	)			3,553				—				(965	)			—
OTHER NONCURRENT ASSETS					15				22				46				240				—				323
		Total assets		$	(2,471	)		$	(67	)		$	3,607			$	16,182			$	(975	)		$	16,276
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	101			$	2			$	12			$	940			$	—			$	1,055
	Payables to related party				—				1				1				113				(10	)			105
		Total current liabilities			101				3				13				1,053				(10	)			1,160
LONG-TERM DEBT					1,736				2,426				3,686				10,406				—				18,254
LOANS PAYABLE — RELATED PARTY					—				—				—				57				—				57
DEFERRED MANAGEMENT FEES — RELATED PARTY					—				—				—				14				—				14
OTHER LONG-TERM LIABILITIES					(16	)			—				—				434				—				418
MINORITY INTEREST					—				—				—				665				—				665
MEMBER’S EQUITY (DEFICIT):
	Member’s equity (deficit)				(4,292	)			(2,496	)			(92	)			3,553				(965	)			(4,292	)
	Accumulated other comprehensive loss				—				—				—				—				—				—
		Total member’s equity (deficit)			(4,292	)			(2,496	)			(92	)			3,553				(965	)			(4,292	)
		Total liabilities and member’s equity (deficit)		$	(2,471	)		$	(67	)		$	3,607			$	16,182			$	(975	)		$	16,276

F-88

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Table of Contents

																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	—			$	—			$	—			$	546			$	—			$	546
	Accounts receivable, net				11				—				—				175				—				186
	Receivables from related party				11				—				—				—				(11	)			—
	Prepaid expenses and other current assets				—				—				—				20				—				20
		Total current assets			22				—				—				741				(11	)			752
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				—				—				—				6,110				—				6,110
	Franchises, net				—				—				—				9,878				—				9,878
		Total investment in cable properties, net			—				—				—				15,988				—				15,988
INVESTMENT IN SUBSIDIARIES					4,913				4,913				4,913				—				(14,739	)			—
OTHER NONCURRENT ASSETS					94				—				—				250				—				344
		Total assets		$	5,029			$	4,913			$	4,913			$	16,979			$	(14,750	)		$	17,084
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	163			$	—			$	—			$	949			$	—			$	1,112
	Payables to related party				—				—				—				30				(11	)			19
		Total current liabilities			163				—				—				979				(11	)			1,131
LONG-TERM DEBT					8,579				—				—				9,895				—				18,474
LOANS PAYABLE — RELATED PARTY					—				—				—				29				—				29
DEFERRED MANAGEMENT FEES — RELATED PARTY					—				—				—				14				—				14
OTHER LONG-TERM LIABILITIES					—				—				—				493				—				493
MINORITY INTEREST					—				—				—				656				—				656
MEMBER’S EQUITY (DEFICIT):
	Member’s equity (deficit)				(3,713	)			4,913				4,913				4,928				(14,739	)			(3,698	)
	Accumulated other comprehensive loss				—				—				—				(15	)			—				(15	)
		Total member’s equity (deficit)			(3,713	)			4,913				4,913				4,913				(14,739	)			(3,713	)
		Total liabilities and member’s equity (deficit)		$	5,029			$	4,913			$	4,913			$	16,979			$	(14,750	)		$	17,084

F-89

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Table of Contents

																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
REVENUES				$	—			$	—			$	—			$	3,912			$	—			$	3,912
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				—				—				—				1,714				—				1,714
	Selling, general and administrative				—				—				—				762				—				762
	Depreciation and amortization				—				—				—				1,134				—				1,134
	Asset impairment charges				—				—				—				39				—				39
	Loss on sale of assets				—				—				—				5				—				5
	Option compensation expense, net				—				—				—				11				—				11
	Hurricane asset retirement loss				—				—				—				19				—				19
	Special charges, net				—				—				—				4				—				4
					—				—				—				3,688				—				3,688
		Income from operations			—				—				—				224				—				224
OTHER INCOME AND EXPENSES:
	Interest expense, net				(665	)			(2	)			(3	)			(627	)			—				(1,297	)
	Gain on derivative instruments and hedging activities, net				—				—				—				43				—				43
	Gain (loss) on extinguishment of debt				520				(8	)			(12	)			(6	)			—				494
	Gain on investments				—				—				—				21				—				21
	Income (loss) from equity investment in subsidiaries				(389	)			(379	)			(364	)			—				1,132				—
					(534	)			(389	)			(379	)			(569	)			1,132				(739	)
		Loss before minority interest and income taxes			(534	)			(389	)			(379	)			(345	)			1,132				(515	)
MINORITY INTEREST					—				—				—				(9	)			—				(9	)
		Loss before income taxes			(534	)			(389	)			(379	)			(354	)			1,132				(524	)
INCOME TAX EXPENSE					—				—				—				(10	)			—				(10	)
		Net loss		$	(534	)		$	(389	)		$	(379	)		$	(364	)		$	1,132			$	(534	)

F-90

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Table of Contents

																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
REVENUES				$	—			$	—			$	—			$	3,701			$	—			$	3,701
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				—				—				—				1,552				—				1,552
	Selling, general and administrative				—				—				—				735				—				735
	Depreciation and amortization				—				—				—				1,105				—				1,105
	Impairment of franchises				—				—				—				2,433				—				2,433
	Gain on sale of assets				—				—				—				(104	)			—				(104	)
	Option compensation expense, net				—				—				—				34				—				34
	Special charges, net				—				—				—				100				—				100
					—				—				—				5,855				—				5,855
		Income from operations			—				—				—				(2,154	)			—				(2,154	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(662	)			—				—				(531	)			—				(1,193	)
	Gain on derivative instruments and hedging activities, net				—				—				—				48				—				48
	Loss on extinguishment of debt				—				—				—				(21	)			—				(21	)
	Income (loss) from equity investment in subsidiaries				(3,432	)			(3,432	)			(3,432	)			—				10,296				—
					(4,094	)			(3,432	)			(3,432	)			(504	)			10,296				(1,166	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(4,094	)			(3,432	)			(3,432	)			(2,658	)			10,296				(3,320	)
MINORITY INTEREST					—				—				—				25				—				25
		Loss before income taxes and cumulative effect of accounting change			(4,094	)			(3,432	)			(3,432	)			(2,633	)			10,296				(3,295	)
INCOME TAX BENEFIT					—				—				—				41				—				41
		Loss before cumulative effect of accounting change			(4,094	)			(3,432	)			(3,432	)			(2,592	)			10,296				(3,254	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				—				—				(840	)			—				(840	)
		Net loss		$	(4,094	)		$	(3,432	)		$	(3,432	)		$	(3,432	)		$	10,296			$	(4,094	)

F-91

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Table of Contents

																									Charter
					Charter												All Other								Holdings
					Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(534	)		$	(389	)		$	(379	)		$	(364	)		$	1,132			$	(534	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				—				—				—				9				—				9
		Depreciation and amortization				—				—				—				1,134				—				1,134
		Asset impairment charges				—				—				—				39				—				39
		Option compensation expense, net				—				—				—				11				—				11
		Hurricane asset retirement loss				—				—				—				19				—				19
		Noncash interest expense				170				2				—				23				—				195
		Gain on derivative instruments and hedging activities, net				—				—				—				(43	)			—				(43	)
		Gain on sale of assets				—				—				—				5				—				5
		Equity in losses in subsidiaries				389				379				364				—				(1,132	)			—
		Gain on investments				—				—				—				(21	)			—				(21	)
		(Gain) loss on extinguishment of debt				(521	)			8				12				—				—				(501	)
		Deferred income taxes				—				—				—				6				—				6
	Changes in operating assets and liabilities, net of effects from dispositions:
		Accounts receivable				10				—				—				(15	)			—				(5	)
		Prepaid expenses and other assets				—				—				—				(7	)			—				(7	)
		Accounts payable, accrued expenses and other				(67	)			3				12				(69	)			—				(121	)
		Receivables from and payables to related party, including deferred management fees				1				1				1				(68	)			—				(65	)
			Net cash flows from operating activities			(552	)			4				10				659				—				121
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					—				—				—				(815	)			—				(815	)
	Change in accrued expenses related to capital expenditures					—				—				—				39				—				39
	Proceeds from sale of assets					—				—				—				38				—				38
	Purchases of investments					—				—				—				(1	)			—				(1	)
	Proceeds from investments					—				—				—				16				—				16
	Other, net					—				—				—				(2	)			—				(2	)
			Net cash flows from investing activities			—				—				—				(725	)			—				(725	)

F-92

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Table of Contents

																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt				—				—				—				897				—				897
	Borrowings from related parties				—				—				—				140				—				140
	Repayments of long-term debt				—				—				—				(1,014	)			—				(1,014	)
	Repayments to parent companies				—				—				—				(112	)			—				(112	)
	Proceeds from issuance of debt				—				—				—				294				—				294
	Payments for debt issuance costs				—				(8	)			(51	)			(8	)			—				(67	)
	Distributions				552				7				49				(668	)			—				(60	)
		Net cash flows from financing activities			552				(1	)			(2	)			(471	)			—				78
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					—				3				8				(537	)			—				(526	)
CASH AND CASH EQUIVALENTS, beginning of period					—				—				—				546				—				546
CASH AND CASH EQUIVALENTS, end of period				$	—			$	3			$	8			$	9			$	—			$	20

F-93

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Table of Contents

																									Charter
					Charter												All Other								Holdings
					Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(4,094	)		$	(3,432	)		$	(3,432	)		$	(3,432	)		$	10,296			$	(4,094	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				—				—				—				(25	)			—				(25	)
		Depreciation and amortization				—				—				—				1,105				—				1,105
		Impairment of franchises				—				—				—				2,433				—				2,433
		Option compensation expense, net				—				—				—				25				—				25
		Special charges				—				—				—				85				—				85
		Noncash interest expense				217				—				—				15				—				232
		Gain on derivative instruments and hedging activities, net				—				—				—				(48	)			—				(48	)
		Gain on sale of assets				—				—				—				(104	)			—				(104	)
		Equity in losses in subsidiaries				3,432				3,432				3,432				—				(10,296	)			—
		Gain on investments				—				—				—				—				—				—
		Loss on extinguishment of debt				—				—				—				18				—				18
		Deferred income taxes				—				—				—				(44	)			—				(44	)
		Cumulative effect of accounting change, net				—				—				—				840				—				840
		Other, net				—				—				—				(1	)			—				(1	)
	Changes in operating assets and liabilities, net of effects from dispositions:
		Accounts receivable				3				—				—				(1	)			—				2
		Prepaid expenses and other assets				—				—				—				(3	)			—				(3	)
		Accounts payable, accrued expenses and other				134				—				—				(149	)			—				(15	)
		Receivables from and payables to related party, including deferred management fees				12				—				—				(65	)			—				(53	)
			Net cash flows from operating activities			(296	)			—				—				649				—				353

F-94

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Table of Contents

																								Charter
				Charter												All Other								Holdings
				Holdings				CIH				CCH I				Subsidiaries				Eliminations				Consolidated
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment				—				—				—				(616	)			—				(616	)
	Change in accrued expenses related to capital expenditures				—				—				—				(11	)			—				(11	)
	Proceeds from sale of assets				—				—				—				727				—				727
	Purchases of investments				(10	)			—				—				(4	)			—				(14	)
	Proceeds from investments				—				—				—				—				—				—
	Other, net				—				—				—				(2	)			—				(2	)
		Net cash flows from investing activities			(10	)			—				—				94				—				84
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt				—				—				—				2,873				—				2,873
	Repayments of long-term debt				—				—				—				(4,707	)			—				(4,707	)
	Proceeds from issuance of debt				—				—				—				1,500				—				1,500
	Payments for debt issuance costs				—				—				—				(97	)			—				(97	)
	Distributions				306				—				—				(306	)			—				—
		Net cash flows from financing activities			306				—				—				(737	)			—				(431	)
NET INCREASE IN CASH AND CASH EQUIVALENTS					—				—				—				6				—				6
CASH AND CASH EQUIVALENTS, beginning of period					—				—				—				85				—				85
CASH AND CASH EQUIVALENTS, end of period				$	—			$	—			$	—			$	91			$	—			$	91

F-95

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F-96

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Item 20.	Indemnification of Directors and Officers

	Indemnification Under the Delaware Limited Liability Company Act

	Indemnification Under the Delaware General Corporation Law

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	(i) for any breach of the director’s duty of loyalty to the corporation or its stockholders,
	(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
	(iii) for unlawful payments of dividends or unlawful stock purchases or redemptions, or
	(iv) for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Item 21.	Exhibits and Financial Schedules.

	Exhibits

Exhibit				Description
	2	.1(a)		Purchase and Contribution Agreement, entered into as of June 1999, by and among BCI (USA), LLC, William Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners L.P., Blackstone Family Investment Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan LLC and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 2.11 to Amendment No. 2 to the registration statement on Form S-1 of Charter Communications, Inc. filed on September 28, 1999 (File No. 333-83887)).
	2	.1(b)		First Amendment to Purchase and Contribution Agreement dated as of February 14, 2000, by and among BCI (USA), LLC, William J. Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners, L.P., Blackstone Family Media III L.P. (as assignee of Blackstone Family Investment III, L.P.), TCID of Michigan, Inc., TCI Bresnan, LLC and Charter Communications Holding Company, LLC. (incorporated by reference to Exhibit 2.11(a) to the current report on Form 8-K filed by Charter Communications, Inc. on February 29, 2000 (File No. 000-27927)).
	2	.2		Asset Purchase Agreement, dated as of September 28, 2001, between High Speed Access Corp. and Charter Communications Holding Company, LLC (including as Exhibit A, the Form of Voting Agreement, as Exhibit B, the form of Management Agreement, as Exhibit C, the form of License Agreement, and as Exhibit D, the Form of Billing Letter Agreement) (incorporated by reference to Exhibit 10.1 to Amendment No. 6 to Schedule 13D filed by Charter Communications, Inc. and others with respect to High Speed Access Corp., filed on October 1, 2001 (File No. 005-56431)).
	2	.3(a)		Asset Purchase Agreement, dated August 29, 2001, by and between Charter Communications Entertainment I, LLC, Interlink Communications Partners, LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/ Growth Program Six-A, L.P., Enstar IV/ PBD Systems Venture, and Enstar Cable of Macoupin County (incorporated by reference to Exhibit 2.1 to the current report of Form 8-K filed by Enstar IV-2, L.P. on September 13, 2001 (File No. 000-15706)).

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Exhibit				Description
	2	.3(b)		Letter of Amendment, dated September 10, 2001, by and between Charter Communications Entertainment I, LLC, Interlink Communications Partners, LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/ Growth Program Six-A, L.P., Enstar IV/ PBD Systems Venture, and Enstar Cable of Macoupin County (incorporated by reference to Exhibit 2.1 to the current report of Form 8-K filed by Enstar IV-2, L.P. on September 13, 2001 (File No. 000-15706)).
	2	.3(c)		Letter of Amendment, dated April 10, 2002, by and between Charter Communications Entertainment I, LLC, Interlink Communications Partners, LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/ Growth Program Six-A, L.P., Enstar IV/ PBD Systems Venture, and Enstar Cable of Macoupin County (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by Enstar Income Program IV-1, L.P. on April 22, 2002 (File No. 000-15705)).
	2	.4		Asset Purchase Agreement, dated April 10, 2002, by and between Charter Communications Entertainment I, LLC, and Enstar Income Program II-1, L.P. (incorporated by reference to Exhibit 2.2 to the current report on Form 8-K filed by Enstar Income Program II-1, L.P. on April 26, 2002 (File No. 000-14508)).
	2	.5		Purchase Agreement, dated May 29, 2003, by and between Falcon Video Communications, L.P. and WaveDivision Holdings, LLC (incorporated by reference to Exhibit 2.1 to Charter Communications, Inc.’s current report on Form 8-K filed on May 30, 2003 (File No. 000-27927)).
	2	.6		Asset Purchase Agreement, dated September 3, 2003, by and between Charter Communications VI, LLC, The Helicon Group, L.P., Hornell Television Service, Inc., Interlink Communications Partners, LLC, Charter Communications Holdings, LLC and Atlantic Broadband Finance, LLC (incorporated by reference to Exhibit 2.1 to Charter Communications, Inc.’s current report on Form 8-K/ A filed on September 3, 2003 (File No. 000-27927)).
	3	.1		Certificate of Formation of Charter Communications Holdings, LLC (incorporated by reference to Exhibit 3.3 to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	3	.2(a)		Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, dated as of October 30, 2001 (incorporated by reference to Exhibit 3.2 to the annual report on Form 10-K of Charter Communications Holdings, LLC and Charter Communications Holding Capital Corporation on March 29, 2002 (File No. 333-77499)).
	3	.2(b)		Second Amended and Restated Limited Liability Company Agreement for Charter Communications Holdings, LLC, dated as of October 31, 2005 (incorporated by reference to Exhibit 10.21 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 2, 2005 (File No. 000-27927)).
	3	.3		Certificate of Incorporation of Charter Communications Holdings Capital Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	3	.4(a)		By-laws of Charter Communications Holdings Capital Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	3	.4(b)		Amendment to By-Laws of Charter Communications Holdings Capital Corporation, dated as of October 30, 2001 (incorporated by reference to Exhibit 3.4(b) to the annual report on Form 10-K of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation on March 29, 2002 (File No. 333-77499)).
	3	.5*		Certificate of Formation of CCH I Holdings, LLC.

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Exhibit				Description
	3	.6*		Limited Liability Company Agreement of CCH I Holdings, LLC, dated as of August 18, 2005.
	3	.7*		Certificate of Incorporation of CCH I Holdings Capital Corp.
	3	.8*		By-laws of CCH I Holdings Capital Corp., dated as of August 18, 2005.
	3	.9*		Certificate of Formation of CCH I, LLC.
	3	.10(a)*		Limited Liability Company Agreement of CCH I, LLC, dated as of July 9, 2003.
	3	.10(b)*		First Amendment to the Limited Liability Company Agreement of CCH I, LLC, dated as of June 22, 2004.
	3	.11*		Certificate of Incorporation of CCH I Capital Corp.
	3	.12*		Amended and Restated By-laws of CCH I Capital Corp., dated as of September 19, 2003.
	4	.1		Indenture relating to the 8.250% Senior Notes due 2007, dated as of March 17, 1999, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.1(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	4	.2(a)		Indenture relating to the 8.625% Senior Notes due 2009, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.2(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	4	.2(b)		First Supplemental Indenture relating to the 8.625% Senior Notes due 2009, dated as of September 28, 2005, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.3(a)		Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.3(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	4	.3(b)		First Supplemental Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of September 28, 2005, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.4(a)		Indenture relating to the 10.00% Senior Notes due 2009, dated as of January 12, 2000, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.1(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	4	.4(b)		First Supplemental Indenture relating to the 10.00% Senior Notes due 2009, dated as of September 28, 2005, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).

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Exhibit				Description
	4	.5(a)		Indenture relating to the 10.25% Senior Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.2(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	4	.5(b)		First Supplemental Indenture relating to the 10.25% Senior Notes due 2010, dated as of September 28, 2005, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.6 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.6(a)		Indenture relating to the 11.75% Senior Discount Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.3(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	4	.6(b)		First Supplemental Indenture relating to the 11.75% Senior Discount Notes due 2010, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee, dated as of September 28, 2005 (incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.7(a)		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.750% senior notes due 2009 (incorporated by reference to Exhibit 4.2(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	4	.7(b)		First Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.750% Senior Notes due 2009 (incorporated by reference to Exhibit 10.8 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.8(a)		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.125% senior notes due 2011 (incorporated by reference to Exhibit 4.2(b) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	4	.8(b)		First Supplemental Indenture dated as of September 28, 2005, between Charter Communications Holdings, LLC, Charter Communications Capital Corporation and BNY Midwest Trust Company governing 11.125% Senior Notes due 2011 (incorporated by reference to Exhibit 10.9 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.9(a)		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 13.500% senior discount notes due 2011 (incorporated by reference to Exhibit 4.2(c) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	4	.9(b)		First Supplemental Indenture dated as of September 28, 2005, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 13.500% Senior Discount Notes due 2011 (incorporated by reference to Exhibit 10.10 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).

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Exhibit				Description
	4	.10(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009. (incorporated by reference to Exhibit 10.2(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	4	.10(b)		First Supplemental Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 10.2(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	4	.10(c)		Second Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.10(d)		Third Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 10.11 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.11(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011. (incorporated by reference to Exhibit 10.3(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	4	.11(b)		First Supplemental Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 10.3(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	4	.11(c)		Second Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 4.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.11(d)		Third Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing the 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 10.12 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.12(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.750% Senior Discount Notes due 2011. (incorporated by reference to Exhibit 10.4(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	4	.12(b)		First Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.750% Senior Discount Notes due 2011 (incorporated by reference to Exhibit 10.13 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	4	.13(a)		Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (incorporated by reference to Exhibit 10.4(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).

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Exhibit				Description
	4	.13(b)		First Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (incorporated by reference to Exhibit 4.3 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.13(c)		Second Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (incorporated by reference to Exhibit 10.14 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	5	.1**		Opinion of Gibson, Dunn & Crutcher LLP regarding legality.
	10	.1		Indenture, dated as of April 9, 1998, by and among Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC, Renaissance Media Capital Corporation, Renaissance Media Group LLC and United States Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Forms S-4 of Renaissance Media Group LLC, Renaissance Media (Tennessee) LLC, Renaissance Media (Louisiana) LLC and Renaissance Media Capital Corporation filed on June 12, 1998 (File No. 333-56679)).
	10	.2		Indenture relating to the 10.25% Senior Notes due 2010, dated as of September 23, 2003, among CCH II, LLC, CCH II Capital Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications Inc. filed on September 26, 2003 (File No. 000-27927)).
	10	.3		Indenture relating to the 83/4% Senior Notes due 2013, dated as of November 10, 2003, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Charter Communications, Inc.’s current report on Form 8-K filed on November 12, 2003 (File No. 000-27927)).
	10	.4		Amended and Restated Credit Agreement among Charter Communications Operating, LLC, CCO Holdings, LLC and certain lenders and agents named therein dated April 27, 2004 (incorporated by reference to Exhibit 10.25 to Amendment No. 2 to the registration statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No. 333-111423)).
	10	.5		Indenture relating to the 8% senior second lien notes due 2012 and 83/8% senior second lien notes due 2014, dated as of April 27, 2004, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and Wells Fargo Bank, N.A. as trustee (incorporated by reference to Exhibit 10.32 to Amendment No. 2 to the registration statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No.333-111423)).
	10	.6		Indenture dated as of December 15, 2004 among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of CCO Holdings, LLC filed on December 21, 2004 (File No. 333-112593)).
	10	.7		Indenture dated as of September 28, 2005 among CCH I Holdings, LLC and CCH I Holdings Capital Corp., as Issuers and Charter Communications Holdings, LLC, as Parent Guarantor, and The Bank of New York Trust Company, NA, as Trustee, governing: 11.125% Senior Accreting Notes due 2014, 9.920% Senior Accreting Notes due 2014, 10.000% Senior Accreting Notes due 2014, 11.75% Senior Accreting Notes due 2014, 13.50% Senior Accreting Notes due 2014, 12.125% Senior Accreting Notes due 2015 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.8		Indenture dated as of September 28, 2005 among CCH I, LLC and CCH I Capital Corp., as Issuers, Charter Communications Holdings, LLC, as Parent Guarantor, and The Bank of New York Trust Company, NA, as Trustee, governing 11.00% Senior Secured Notes due 2015 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).

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Exhibit				Description
	10	.9		Pledge Agreement made by CCH I, LLC in favor of The Bank of New York Trust Company, NA, as Collateral Agent dated as of September 28, 2005 (incorporated by reference to Exhibit 10.15 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.10		Senior Bridge Loan Agreement dated as of October 17, 2005 by and among CCO Holdings, LLC, CCO Holdings Capital Corp., certain lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities Inc. and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and joint bookrunners, and Deutsche Bank Securities Inc., as documentation agent. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on October 19, 2005 (File No. 000-27927)).
	10	.11		Consulting Agreement, dated as of March 10, 1999, by and between Vulcan Northwest Inc., Charter Communications, Inc. (now called Charter Investment Inc.) and Charter Communications Holdings, LLC (incorporated by reference to Exhibit 10.3 to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)).
	10	.12(a)		First Amended and Restated Mutual Services Agreement, dated as of December 21, 2000, by and between Charter Communications, Inc., Charter Investment, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.2(b) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	10	.12(b)		Letter Agreement, dated June 19, 2003, by and among Charter Communications, Inc., Charter Communications Holding Company, LLC and Charter Investment, Inc. regarding Mutual Services Agreement (incorporated by reference to Exhibit No. 10.5(b) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
	10	.12(c)		Second Amended and Restated Mutual Services Agreement, dated as of June 19, 2003 between Charter Communications, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.5(a) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
	10	.13(a)		Amended and Restated Limited Liability Company Agreement for Charter Communications Holding Company, LLC made as of August 31, 2001 (incorporated by reference to Exhibit 10.9 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.13(b)		Letter Agreement between Charter Communications, Inc. and Charter Investment Inc. and Vulcan Cable III Inc. amending the Amended and Restated Limited Liability Company Agreement of Charter Communications Holding Company, LLC, dated as of November 22, 2004 (incorporated by reference to Exhibit 10.10 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	10	.14(a)		Amended and Restated Limited Liability Company Agreement for CC VIII, LLC, dated as of March 31, 2003 (incorporated by reference to Exhibit 10.27 to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.14(b)		Third Amended and Restated Limited Liability Company Agreement for CC VIII, LLC, dated as of October 31, 2005 (incorporated by reference to Exhibit 10.20 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 2, 2005 (File No. 000-27927)).
	10	.15		Amended and Restated Limited Liability Company Agreement of Charter Communications Operating, LLC, dated as of June 19, 2003 (incorporated by reference to Exhibit No. 10.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).

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Exhibit				Description
	10	.16		Amended and Restated Management Agreement, dated as of June 19, 2003, between Charter Communications Operating, LLC and Charter Communications, Inc. (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 333-83887)).
	10	.17		Stipulation of Settlement, dated as of January 24, 2005, regarding settlement of Consolidated Federal Class Action entitled in Re Charter Communications, Inc. Securities Litigation. (incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K filed by Charter Communications, Inc. on March 3, 2005 (File No. 000-27927)).
	10	.18		Amendment to Stipulation of Settlement, dated as of May 23, 2005, regarding settlement of Consolidated Federal Class Action entitled In Re Charter Communications, Inc. Securities Litigation (incorporated by reference to Exhibit 10.35(b) to Amendment No. 4 to the registration statement on Form S-1 filed by Charter Communications, Inc. on June 7, 2005 (File No. 333-121136)).
	10	.19†		Settlement Agreement and Mutual Releases, dated as of October 31, 2005, by and among Charter Communications, Inc., Special Committee of the Board of Directors of Charter Communications, Inc., Charter Communications Holding Company, LLC, CCHC, LLC, CC VIII, LLC, CC V, LLC, Charter Investment, Inc., Vulcan Cable III, LLC and Paul G. Allen (incorporated by reference to Exhibit 10.17 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 2, 2005 (File No. 000-27927)).
	10	.20		Exchange Agreement, dated as of October 31, 2005, by and among Charter Communications Holding Company, LLC, Charter Investment, Inc. and Paul G. Allen (incorporated by reference to Exhibit 10.18 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 2, 2005 (File No. 000-27927)).
	10	.21		CCHC, LLC Subordinated and Accreting Note, dated as of October 31, 2005 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on November 4, 2005 (File No. 000-27927)).
	10	.22(a)+		Charter Communications Holdings, LLC 1999 Option Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)).
	10	.22(b)+		Assumption Agreement regarding Option Plan, dated as of May 25, 1999, by and between Charter Communications Holdings, LLC and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.13 to Amendment No. 6 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on August 27, 1999 (File No. 333-77499)).
	10	.22(c)+		Form of Amendment No. 1 to the Charter Communications Holdings, LLC 1999 Option Plan (incorporated by reference to Exhibit 10.10(c) to Amendment No. 4 to the registration statement on Form S-1 of Charter Communications, Inc. filed on November 1, 1999 (File No. 333-83887)).
	10	.22(d)+		Amendment No. 2 to the Charter Communications Holdings, LLC 1999 Option Plan (incorporated by reference to Exhibit 10.4(c) to the annual report on Form 10-K filed by Charter Communications, Inc. on March 30, 2000 (File No. 000-27927)).
	10	.22(e)+		Amendment No. 3 to the Charter Communications 1999 Option Plan (incorporated by reference to Exhibit 10.14(e) to the annual report of Form 10-K of Charter Communications, Inc. filed on March 29, 2002 (File No. 000-27927)).
	10	.22(f)+		Amendment No. 4 to the Charter Communications 1999 Option Plan (incorporated by reference to Exhibit 10.10(f) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.23(a)+		Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on May 15, 2001 (File No. 000-27927)).
	10	.23(b)+		Amendment No. 1 to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.11(b) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).

II-9

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Table of Contents

Exhibit				Description
	10	.23(c)+		Amendment No. 2 to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.23(d)+		Amendment No. 3 to the Charter Communications, Inc. 2001 Stock Incentive Plan effective January 2, 2002 (incorporated by reference to Exhibit 10.15(c) to the annual report of Form 10-K of Charter Communications, Inc. filed on March 29, 2002 (File No. 000-27927)).
	10	.23(e)+		Amendment No. 4 to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.11(e) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.23(f)+		Amendment No. 5 to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.11(f) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.23(g)		Amendment No. 6 to the Charter Communications, Inc. 2001 Stock Incentive Plan effective December 23, 2004 (incorporated by reference to Exhibit 10.43(g) to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 5, 2005 (File No. 333-128828)).
	10	.23(h)		Amendment No. 7 to the Charter Communications, Inc. 2001 Stock Incentive Plan effective August 23, 2005 (incorporated by reference to Exhibit 10.43(h) to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 5, 2005 (File No. 333-128828)).
	10	.23(i)+		Description of Long-Term Incentive Program to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.11(g) to the annual report on Form 10-K of Charter Communications, Inc. filed on March 15, 2004 (File No. 000-27927)).
	10	.24+		Description of Charter Communications, Inc. 2005 Executive Bonus Plan (incorporated by reference to Exhibit 10.51 to the annual report on Form 10-K filed by Charter Communications, Inc. on March 3, 2005 (File No. 000-27927)).
	10	.25+		2005 Executive Cash Award Plan dated as of June 9, 2005 (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed June 15, 2005 (File No. 000-27927)).
	10	.26(a)+		Letter Agreement, dated May 25, 1999, between Charter Communications, Inc. and Marc Nathanson (incorporated by reference to Exhibit 10.36 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	10	.26(b)+		Letter Agreement, dated March 27, 2000, between CC VII Holdings, LLC and Marc Nathanson, amending the Letter Agreement dated May 25, 1999 (incorporated by reference to Exhibit 10.13(b) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.27+		Executive Services Agreement, dated as of January 17, 2005, between Charter Communications, Inc. and Robert P. May (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 21, 2005 (File No. 000-27927)).
	10	.28+		Employment Agreement between Charter Communications, Inc. and Carl E. Vogel, entered into as of October 1, 2001 (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.29+		Separation Agreement and Release for Carl E. Vogel, dated as of February 17, 2005 (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 22, 2005 (File No. 000-27927)).
	10	.30+		Employment Agreement, dated as of April 1, 2005, by and between Michael J. Lovett and Charter Communications, Inc. (incorporated by reference to Exhibit 10.11 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on May 3, 2005 (File No. 000-27927)).

II-10

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Table of Contents

Exhibit				Description
	10	.31+		Letter Agreement, dated April 15, 2005, by and between Charter Communications, Inc. and Paul E. Martin (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed April 19, 2005 (File No. 000-27927)).
	10	.32+		Restricted Stock Agreement, dated as of July 13, 2005, by and between Robert P. May and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed July 13, 2005 (File No. 000-27927)).
	10	.33+		Restricted Stock Agreement, dated as of July 13, 2005, by and between Michael J. Lovett and Charter Communications, Inc. (incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed July 13, 2005 (File No. 000-27927)).
	10	.34+		Employment Agreement, dated as of August 9, 2005, by and between Neil Smit and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 15, 2005 (File No. 000-27927)).
	10	.35+		Employment Agreement dated as of September 2, 2005, by and between Paul E. Martin and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 9, 2005 (File No. 000-27927)).
	10	.36+		Employment Agreement dated as of September 2, 2005, by and between Wayne H. Davis and Charter Communications, Inc. (incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on September 9, 2005 (File No. 000-27927)).
	10	.37+		Employment Agreement dated as of October 31, 2005, by and between Sue Ann Hamilton and Charter Communications, Inc. (incorporated by reference to Exhibit 10.28 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 2, 2005 (File No. 000-27927)).
	10	.38+		Employment Agreement dated as of October 10, 2005, by and between Grier C. Raclin and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 14, 2005 (File No. 000-27927)).
	10	.39+		Employment Agreement dated as of December 9, 2005, by and between Robert A. Quigley and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on December 13, 2005 (File No. 000-27927)).
	10	.40+		Retention Agreement dated as of January 9, 2006, by and between Paul E. Martin and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 10, 2006 (File No. 000-27927)).
	12	.1*		Computation of Ratio of Earnings to Fixed Charges.
	21	.1*		Subsidiaries of Charter Communications Holdings, LLC.
	23	.1**		Consent of Gibson, Dunn &Crutcher LLP (included with Exhibit 5.1).
	23	.2*		Consent of KPMG LLP.
	24	.1*		Power of attorney (included in signature page).
	25	.1**		Statement of eligibility of trustee.
	99	.1**		Form of Cover Letter to Registered Holders and the Depository Trust Company Participants.
	99	.2**		Form of Broker Letter.
	99	.3**		Form of Letter of Transmittal.
	99	.4**		Form of Notice of Guaranteed Delivery.

*	Document Attached

**	To be filed

+	Management compensatory plan or arrangement

II-11

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Table of Contents

	Financial Statement Schedules

Item 22.	Undertakings

	(1) Prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
	(2) Every prospectus: (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-12

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Table of Contents

	Charter Communications Holdings, llc;
	CCH I Holdings, llc; and CCH I, llc
	Registrants

	By:	Charter Communications, Inc.,

	Sole Manager

	By:	/s/ Paul E. Martin

	Paul E. Martin
	Senior Vice President,
	Interim Chief Financial Officer,
	Principal Accounting Officer and
	Corporate Controller

Signature				Title		Date
/s/ Paul G. Allen Paul G. Allen				Chairman of the Board of Directors of Charter Communications, Inc.		January 19, 2006
/s/ Neil Smit Neil Smit				President and Chief Executive Officer, Director (Principal Executive Officer) Charter Communications, Inc.		January 19, 2006

II-13

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Table of Contents

Signature				Title		Date
/s/ Paul E. Martin Paul E. Martin				Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer and Corporate Controller (Principal Financial Officer and Principal Accounting Officer) Charter Communications, Inc.		January 23, 2006
/s/ W. Lance Conn W. Lance Conn				Director of Charter Communications, Inc.		January 19, 2006
Nathaniel A. Davis				Director of Charter Communications, Inc.		January   , 2006
/s/ Jonathan L. Dolgen Jonathan L. Dolgen				Director of Charter Communications, Inc.		January 18, 2006
/s/ Robert P. May Robert P. May				Director of Charter Communications, Inc.		January 13, 2006
/s/ David C. Merritt David C. Merritt				Director of Charter Communications, Inc.		January 19, 2006
/s/ Marc B. Nathanson Marc B. Nathanson				Director of Charter Communications, Inc.		January 18, 2006
/s/ Jo Allen Patton Jo Allen Patton				Director of Charter Communications, Inc.		January 18, 2006
/s/ John H. Tory John H. Tory				Director of Charter Communications, Inc.		January 17, 2006
/s/ Larry W. Wangberg Larry W. Wangberg				Director of Charter Communications, Inc.		January 18, 2006

II-14

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Table of Contents

	CCH I Holdings Capital Corp.; and
	CCH I Capital Corp
	Registrants

	By:	/s/ Paul E. Martin

	Paul E. Martin
	Senior Vice President, Interim Chief Financial
	Officer, Principal Accounting Officer
	and Corporate Controller

Signature				Title		Date
/s/ Neil Smit Neil Smit				President and Chief Executive Officer, Director (Principal Executive Officer) CCH I Holdings Capital Corp and CCH I Capital Corp		January 19, 2006
/s/ Paul E. Martin Paul E. Martin				Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer and Corporate Controller (Principal Financial Officer and Principal Accounting Officer) CCH I Holdings Capital Corp and CCH I Capital Corp and sole director of CCH I Holdings Capital Corp		January 23, 2006
/s/ Robert P. May Robert P. May				Director of CCH I Capital Corp		January 13, 2006

II-15

                                                                     Exhibit 3.5

      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 01:49 PM 08/08/2005
  FILED 01:31 PM 08/08/2005
SRV 050651684 - 4011690 FILE

                                STATE OF DELAWARE
                            LIMITED LIABILITY COMPANY
                            CERTIFICATE OF FORMATION

                                       OF

                               CCH I HOLDINGS, LLC

     1. The name of the limited Liability company is CCH I Holdings, LLC.

     2. The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of CCH I Holdings, LLC this 5th day of August, 2005.


                                        /s/ Christine M. Nuccio
                                        ----------------------------------------
                                        Christine M. Nuccio
                                        Authorized Person

                                                                     Exhibit 3.6

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                               CCH I HOLDINGS, LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)

     This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time,
this "AGREEMENT") is entered into as of August 18, 2005 by Charter
Communications Holdings, LLC, a Delaware limited liability company ("CHARTER"),
as the sole member of CCH I Holdings, LLC, a Delaware limited liability company
(the "COMPANY").

                                   WITNESSETH:

     WHEREAS, the Certificate of Formation of the Company was executed and filed
in the office of the Secretary of State of the State of Delaware on August 8th,
2005; and

     WHEREAS, Charter is the sole member of the Company;

     WHEREAS, the Company was formed by Charter based on the contribution of one
hundred percent of Charter's interest in CCH I, LLC to the Company;

     NOW, THEREFORE, in consideration of the terms and provisions set forth
herein, the benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the party hereby agrees as follows:

     SECTION 1. General.

     (a) Formation. Effective as of the date and time of filing of the
Certificate of Formation in the office of the Secretary of State of the State of
Delaware, the Company was formed as a limited liability company under the
Delaware Limited Liability Company Act, 6 Del.C. Section 18-101, et. seq., as
amended from time to time (the "ACT") based on the contribution of one hundred
percent of Charter's interest in CCH I, LLC to the Company. Except as expressly
provided herein, the rights and obligations of the Members (as defined in
Section l(h)) in connection with the regulation and management of the Company
shall be governed by the Act.

     (b) Name. The name of the Company shall be "CCH I Holdings, LLC." The
business of the Company shall be conducted under such name or any other name or
names that the Manager (as defined in Section 4(a)(i) hereof) shall determine
from time to time.

     (c) Registered Agent. The address of the registered office of the Company
in the State of Delaware shall be c/o Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808. The name and address of
the registered agent for service of process on the Company in the State of
Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808. The registered



office or registered agent of the Company may be changed from time to time by
the Manager.

     (d) Principal Office. The principal place of business of the Company shall
be at 12405 Powerscourt Drive, St. Louis, MO 63131. At any time, the Manager may
change the location of the Company's principal place of business.

     (e) Term. The term of the Company commenced on the date of the filing of
the Certificate of Formation in the office of the Secretary of State of the
State of Delaware, and the Company will have perpetual existence until dissolved
and its affairs wound up in accordance with the provisions of this Agreement.

     (f) Certificate of Formation. The execution of the Certificate of Formation
by Christine M. Nuccio and the filing thereof in the office of the Secretary of
State of the State of Delaware are hereby ratified, confirmed and approved.

     (g) Qualification; Registration. The Manager shall cause the Company to be
qualified, formed or registered under assumed or fictitious name statutes or
similar laws in any jurisdiction in which the Company transacts business and in
which such qualification, formation or registration is required or desirable.
The Manager, as an authorized person within the meaning of the Act, shall
execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

     (h) Voting. Each member of the Company (if there is only one member of the
Company, the "MEMBER"; or if there are more than one, the "MEMBERS") shall have
one vote in respect of any vote, approval, consent or ratification of any action
(a "VOTE") for each one percentage point of Percentage Interest (as defined in
Section 7) held by such Member (totaling 100 Votes for all Members) (any
fraction of such a percentage point shall be entitled to an equivalent fraction
of a Vote). Any vote, approval, consent or ratification as to any matter under
the Act or this Agreement by a Member may be evidenced by such Member's
execution of any document or agreement (including this Agreement or an amendment
hereto) which would otherwise require as a precondition to its effectiveness
such vote, approval, consent or ratification of the Members.

     SECTION 2. Purposes. The Company was formed for the object and purpose of,
and the nature of the business to be conducted by the Company is, engaging in
any lawful act or activity for which limited liability companies may be formed
under the Act.

     SECTION 3. Powers. The Company shall have all powers necessary, appropriate
or incidental to the accomplishment of its purposes and all other powers
conferred upon a limited liability company pursuant to the Act.

     SECTION 4. Management.

     (a)  Management by Manager.

          i) Charter, as the sole member of the Company, hereby elects Charter
Communications, Inc., a Delaware corporation ("CCI"), or its
successor-in-interest that


                                       -2-



acquires directly or indirectly substantially all of the assets or business of
CCI, as the Company's manager (the "MANAGER"). CCI shall be the Manager until a
simple majority of the Votes elects otherwise. No additional person may be
elected as Manager without the approval of a simple majority of the Votes (for
purposes of this Agreement, to the extent the context requires, the term
"person" refers to both individuals and entities). Except as otherwise required
by applicable law and as provided below with respect to the Board, the powers of
the Company shall at all times be exercised by or under the authority of, and
the business, property and affairs of the Company shall be managed by, or under
the direction of, the Manager. The Manager is a "manager" of the Company within
the meaning of the Act. Any person appointed as Manager shall accept its
appointment by execution of a consent to this Agreement.

          ii) The Manager shall be authorized to elect, remove or replace
directors and officers of the Company, who shall have such authority with
respect to the management of the business and affairs of the Company as set
forth herein or as otherwise specified by the Manager in the resolution or
resolutions pursuant to which such directors or officers were elected.

          iii) Except as otherwise required by this Agreement or applicable law,
the Manager shall be authorized to execute or endorse any check, draft, evidence
of indebtedness, instrument, obligation, note, mortgage, contract, agreement,
certificate or other document on behalf of the Company without the consent of
any Member or other person.

          iv) No annual or regular meetings of the Manager or the Members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.

          v) The Manager's duty of care in the discharge of its duties to the
Company and the Members is limited to discharging its duties pursuant to this
Agreement in good faith, with the care a director of a Delaware corporation
would exercise under similar circumstances, in the manner it reasonably believes
to be in the best interests of the Company and its Members.

          vi) Except as required by the Act, no Manager shall be liable for the
debts, liabilities and obligations of the Company, including without limitation
any debts, liabilities and obligations under a judgment, decree or order of a
court, solely by reason of being a manager of the Company.

     (b) Board of Directors.

          i) Notwithstanding paragraph (a) above, the Manager may delegate its
power to manage the business of the Company to a board of natural persons
designated as "directors" (the "BOARD") which, subject to the limitations set
forth below, shall have the authority to exercise all such powers of the Company
and do all such lawful acts and things as may be done by a manager of a limited
liability company under the Act and as are not by statute, by the Certificate of
Formation (as amended from time to time, the "CERTIFICATE"), or by this
Agreement (including without limitation Section 4(c) hereof) directed or
required to


                                       -3-



be exercised or done by the Manager. Except for the rights and duties that are
assigned to officers of the Company, the rights and duties of the directors may
not be assigned or delegated to any person. No action, authorization or approval
of the Board shall be required, necessary or advisable for the taking of any
action by the Company that has been approved by the Manager. In the event that
any action of the Manager conflicts with any action of the Board, the action of
the Manager shall control.

          ii) Except as otherwise provided herein, directors shall possess and
may exercise all the powers and privileges and shall have all of the obligations
and duties to the Company and the Members granted to or imposed on directors of
a corporation organized under the laws of the State of Delaware.

          iii) The number of directors on the date hereof is two, which number
may be changed from time to time by the Manager. The directors as of the date
hereof shall be as set forth on Exhibit A hereto, provided that Exhibit A need
not be amended whenever the director(s) or his or her successors are changed in
accordance with the terms of this Agreement.

          iv) Each director shall be appointed by the Manager and shall serve in
such capacity until the earlier of his or her resignation, removal (which may be
with or without cause) or replacement by the Manager.

          v) No director shall be entitled to any compensation for serving as a
director. No fee shall be paid to any director for attendance at any meeting of
the Board; provided, however, that the Company may reimburse directors for the
actual reasonable costs incurred in such attendance.

     (c) Consent Required.

          i) None of the Members, Managers, directors, or officers of the
Company shall:

               (1) do any act in contravention of this Agreement;

               (2) cause the Company to engage in any business not permitted by
the Certificate or the terms of this Agreement;

               (3) cause the Company to take any action that would make it
impossible to carry on the usual course of business of the Company (except to
the extent expressly provided for hereunder); or

               (4) possess Company property or assign rights in Company property
other than for Company purposes.

          ii) One hundred percentage (100%) of the Votes shall be required to:

               (1) issue limited liability company interests in the Company to
any person;


                                       -4-



               (2) change or reorganize the Company into any other legal form;

               (3) approve a merger or consolidation of the Company with another
person;

               (4) sell all or substantially all of the assets of the Company;
or

               (5) voluntarily dissolve the Company.

          iii) In addition to any approval that may be required under Section
15(b) to the extent amendment of this Agreement is required for any of the
following actions, the affirmative vote, approval, consent or ratification of
the Manager shall be required to:

               (1) alter the primary purposes of the Company as set forth in
Section 2;

               (2) issue limited liability company interests in the Company to
any person;

               (3) enter into or amend any agreement which provides for the
management of the business or affairs of the Company by a person other than the
Manager (and the Board);

               (4) change or reorganize the Company into any other legal form;

               (5) approve a merger or consolidation of the Company with another
person;

               (6) sell all or substantially all of the assets of the Company;

               (7) operate the Company in such a manner that the Company becomes
an "investment company" for purposes of the Investment Company Act of 1940;

               (8) except as otherwise provided or contemplated herein, enter
into any agreement to acquire property or services from any person who is a
director or officer of the Company;

               (9) settle any litigation or arbitration with any third party,
any Member, or any affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will not exceed
$5,000,000;

               (10) materially change any of the tax reporting positions or
elections of the Company;


                                       -5-



               (11) make or commit to any expenditures which, individually or in
the aggregate, exceed or are reasonably expected to exceed the Company's total
budget (as approved by the Manager) by the greater of 5% of such budget or Five
Million Dollars ($5,000,000);

               (12) make or incur any secured or unsecured indebtedness which,
individually or in the aggregate, exceeds Five Million Dollars ($5,000,000),
provided that this restriction shall not apply to (i) any refinancing of or
amendment to existing indebtedness which does not increase total borrowing, (ii)
any indebtedness to (or guarantee of indebtedness of) any entity controlled by
or under common control with the Company ("INTERCOMPANY INDEBTEDNESS"), (iii)
the pledge of any assets to support any otherwise permissible indebtedness of
the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to
finance a transaction or purchase approved by the Manager; or

               (13) voluntarily dissolve the Company,

     (d) Board Meetings.

          i) Regular Meetings. Regular meetings of the Board may be held without
notice at such time and at such place as shall from time to time be determined
by the Board, but not less often than annually.

          ii) Special Meetings. Special meetings of the Board may be called by
the President or any director on twenty-four (24) hours' notice to each
director; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of Members holding a simple
majority of the Votes. Notice of a special meeting may be given by facsimile.
Attendance in person of a director at a meeting shall constitute a waiver of
notice of that meeting, except when the director objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not duly
called or convened.

          iii) Telephonic Meetings. Directors may participate in any regular or
special meeting of the Board, by means of conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
4(d)(iii) will constitute presence in person at such meeting.

          iv) Quorum. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the Certificate or this Agreement. If a quorum is not present at any
meeting of the Board, the directors present thereat may adjourn the meeting from
time to time until a quorum shall be present. Notice of such adjournment shall
be given to any director not present at such meeting.

          v) Action Without Meeting. Unless otherwise restricted by the
Certificate or this Agreement, any action required or permitted to be taken at
any meeting of


                                       -6-



the Board may be taken without a meeting if all directors consent thereto in
writing and such written consent is filed with the minutes of proceedings of the
Board.

     (e) Director's Duty of Care. Each director's duty of care in the discharge
of his or her duties to the Company and the Members is limited to discharging
his duties pursuant to this Agreement in good faith, with the care a director of
a Delaware corporation would exercise under similar circumstances, in the manner
he or she reasonably believes to be in the best interests of the Company and its
Members.

     SECTION 5. Officers.

     (a) Officers. The Company shall have such officers as may be necessary or
desirable for the business of the Company. The officers may include a Chairman
of the Board, a President, a Treasurer and a Secretary, and such other
additional officers, including one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers as the Manager, the Board, the Chairman of
the Board, or the President may from time to time elect. Any two or more offices
may be held by the same individual. The initial officers are set forth in
Exhibit A.

     (b) Election and Term. The President, Treasurer and Secretary shall, and
the Chairman of the Board may, be appointed by and shall hold office at the
pleasure of the Manager or the Board. The Manager, the Board, or the President
may each appoint such other officers and agents as such person shall deem
desirable, who shall hold office at the pleasure of the Manager, the Board, or
the President, and who shall have such authority and shall perform such duties
as from time to time shall, subject to the provisions of Section 5(d) hereof, be
prescribed by the Manager, the Board, or the President.

     (c) Removal. Any officer may be removed by the action of the Manager or the
action of at least a majority of the directors then in office, with or without
cause, for any reason or for no reason. Any officer other than the Chairman of
the Board, the President, the Treasurer or the Secretary may also be removed by
the Chairman of the Board or the President, with or without cause, for any
reason or for no reason.

     (d) Duties and Authority of Officers.

          i) President. The President shall be the chief executive officer and
(if no other person has been appointed as such) the chief operating officer of
the Company; shall (unless the Chairman of the Board elects otherwise) preside
at all meetings of the Members and Board; shall have general supervision and
active management of the business and finances of the Company; and shall see
that all orders and resolutions of the Board or the Manager are carried into
effect; subject, however, to the right of the directors to delegate any specific
powers to any other officer or officers. In the absence of direction by the
Manager, Board, or the Chairman of the Board to the contrary, the President
shall have the power to vote all securities held by the Company and to issue
proxies therefor. In the absence or disability of the President, the Chairman of
the Board (if any) or, if there is no Chairman of the Board, the most senior
available officer appointed by the Manager or the Board shall perform the duties
and exercise the powers of the President with the same force


                                       -7-



and effect as if performed by the President, and shall be subject to all
restrictions imposed upon him.

          ii) Vice President. Each Vice President, if any, shall perform such
duties as shall be assigned to such person and shall exercise such powers as may
be granted to such person by the Manager, the Board or by the President of the
Company. In the absence of direction by the Manager, the Board or the President
to the contrary, any Vice President shall have the power to vote all securities
held by the Company and to issue proxies therefor.

          iii) Secretary. The Secretary shall give, or cause to be given, a
notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at Board meetings,
the number of Votes present or represented at Members' meetings, and the
proceedings thereof. The Secretary shall perform such other duties as may be
prescribed from time to time by the Manager or the Board and may be assisted in
his or her duties by any Assistant Secretary who shall have the same powers of
the Secretary in absence of the Secretary.

          iv) Treasurer. The Treasurer shall have custody of the Company funds
and securities and shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books of the Company to be maintained for such
purpose; shall deposit all moneys and other valuable effects of the Company in
the name and to the credit of the Company in depositories designated by the
Manager or the Board; and shall disburse the funds of the Company as may be
ordered by the Manager or the Board.

          v) Chairman of the Board. The Chairman of the Board, if any, shall
perform such duties as shall be assigned, and shall exercise such powers as may
be granted to him or her by the Manager or the Board.

          vi) Authority of Officers. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
or the Board not inconsistent with this Agreement, are agents of the Company for
the purpose of the Company's business and the actions of the officers taken in
accordance with such powers shall bind the Company.

     SECTION 6. Members.

     (a) Members. The Members of the Company shall be set forth on Exhibit B
hereto as amended from time to time. At the date hereof, Charter is the sole
Member. Charter is not required to make any capital contribution to the Company;
however, Charter may make capital contributions to the Company at any time in
its sole discretion (for which its capital account balance shall be
appropriately increased). Each Member shall have a capital account in the
Company, the balance of which is to be determined in accordance with the
principles of Treasury Regulation section 1.704-1(b)(2)(iv). The provisions of
this


                                       -8-



Agreement, including this Section 6, are intended to benefit the Members and, to
the fullest extent permitted by law, shall not be construed as conferring any
benefit upon any creditor of the Company. Notwithstanding anything to the
contrary in this Agreement, Charter shall not have any duty or obligation to any
creditor of the Company to make any contribution to the Company.

     (b) Admission of Members. Other persons may be admitted as Members from
time to time pursuant to the provisions of this Agreement. If an admission of a
new Member results in the Company having more than one Member, this Agreement
shall be amended in accordance with the provisions of Section 15(b) to establish
the rights and responsibilities of the Members and to govern their
relationships.

     (c) Limited Liability. Except as required by the Act, no Member shall be
liable for the debts, liabilities and obligations of the Company, including
without limitation any debts, liabilities and obligations of the Company under a
judgment, decree or order of a court, solely by reason of being a member of the
Company.

     (d) Competing Activities. Notwithstanding any duty otherwise existing at
law or in equity, (i) neither a Member nor a Manager of the Company, or any of
their respective affiliates, partners, members, shareholders, directors,
managers, officers or employees, shall be expressly or impliedly restricted or
prohibited solely by virtue of this Agreement or the relationships created
hereby from engaging in other activities or business ventures of any kind or
character whatsoever and (ii) except as otherwise agreed in writing or by
written Company policy, each Member and Manager of the Company, and their
respective affiliates, partners, members, shareholders, directors, managers,
officers and employees, shall have the right to conduct, or to possess a direct
or indirect ownership interest in, activities and business ventures of every
type and description, including activities and business ventures in direct
competition with the Company.

     (e) Bankruptcy. Notwithstanding any other provision of this Agreement, the
bankruptcy (as defined in the Act) of a Member shall not cause the Member to
cease to be a member of the Company and, upon the occurrence of such an event,
the Company shall continue without dissolution.

     SECTION 7. Percentage Interests. For purposes of this Agreement,
"PERCENTAGE INTEREST" shall mean with respect to any Member as of any date the
proportion (expressed as a percentage) of the respective capital account balance
of such Member to the capital account balances of all Members. So long as
Charter is the sole member of the Company, Charter's Percentage Interest shall
be 100 percent.

     SECTION 8. Distributions. The Company may from time to time distribute to
the Members such amounts in cash and other assets as shall be determined by the
Members acting by simple majority of the Votes. Each such distribution (other
than liquidating distributions) shall be divided among the Members in accordance
with their respective Percentage Interests. Liquidating distributions shall be
made to the Members in accordance with their respective positive capital account
balances. Each Member shall be entitled to look solely to the assets of the
Company for the return of such Member's positive capital account balance.
Notwithstanding that the assets of the Company remaining after payment


                                       -9-



of or due provision for all debts, liabilities, and obligations of the Company
may be insufficient to return the capital contributions or share of the
Company's profits reflected in such Member's positive capital account balance, a
Member shall have no recourse against the Company or any other Member.
Notwithstanding any provision to the contrary contained in this Agreement, the
Company shall not be required to make a distribution to the Members on account
of their interest in the Company if such distribution would violate the Act or
any other applicable law.

     SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the Members in accordance with their Percentage Interests from time
to time.

     SECTION 10. Dissolution; Winding Up.

     (a) Dissolution. The Company shall be dissolved upon (i) the adoption of a
plan of dissolution by the Members acting by unanimity of the Votes and the
approval of the Manager or (ii) the occurrence of any other event required to
cause the dissolution of the Company under the Act.

     (b) Effective Date of Dissolution. Any dissolution of the Company shall be
effective as of the date on which the event occurs giving rise to such
dissolution, but the Company shall not terminate unless and until all its
affairs have been wound up and its assets distributed in accordance with the
provisions of the Act and the Certificate is cancelled.

     (c) Winding Up. Upon dissolution of the Company, the Company shall continue
solely for the purposes of winding up its business and affairs as soon as
reasonably practicable. Promptly after the dissolution of the Company, the
Manager shall immediately commence to wind up the affairs of the Company in
accordance with the provisions of this Agreement and the Act. In winding up the
business and affairs of the Company, the Manager may, to the fullest extent
permitted by law, take any and all actions that it determines in its sole
discretion to be in the best interests of the Members, including, but not
limited to, any actions relating to (i) causing written notice by registered or
certified mail of the Company's intention to dissolve to be mailed to each known
creditor of and claimant against the Company, (ii) the payment, settlement or
compromise of existing claims against the Company, (iii) the making of
reasonable provisions for payment of contingent claims against the Company and
(iv) the sale or disposition of the properties and assets of the Company. It is
expressly understood and agreed that a reasonable time shall be allowed for the
orderly liquidation of the assets of the Company and the satisfaction of claims
against the Company so as to enable the Manager to minimize the losses that may
result from a liquidation.

     SECTION 11. Transfer. At such time as the Company has more than one Member,
no Member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other Members; provided,
however, that this Section 11 shall not restrict the ability of any Member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another Member. Upon the transfer of a Member's
limited liability


                                      -10-



company interest, the Manager shall provide notice of such transfer to each of
the other Members and shall amend Exhibit B hereto to reflect the transfer.

     SECTION 12. Admission of Additional Members. The admission of additional or
substitute Members to the Company shall be accomplished by the amendment of this
Agreement, including Exhibit B, in accordance with the provisions of Section
15(b), pursuant to which amendment each additional or substitute Member shall
agree to become bound by this Agreement.

     SECTION 13. Tax Matters. As of the date of this Agreement, the Company is a
single-owner entity for United States federal tax purposes. So long as the
Company is a single-owner entity for federal income tax purposes, it is intended
that for federal, state and local income tax purposes the Company be disregarded
as an entity separate from its owner for income tax purposes and its activities
be treated as a division of such owner. In the event that the Company has two or
more Members for federal income tax purposes, it is intended that (i) the
Company shall be treated as a partnership for federal, state and local income
tax purposes, and the Members shall not take any position or make any election,
in a tax return or otherwise, inconsistent therewith and (ii) this Agreement
will be amended to provide for appropriate book and tax allocations pursuant to
subchapter K of the Internal Revenue Code of 1986, as amended.

     SECTION 14. Exculpation and Indemnification.

     (a) Exculpation. Neither the Members, the Manager, the directors of the
Company, the officers of the Company, their respective affiliates, nor any
person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any such Members, Manager, directors,
officers, or affiliates and who, in such capacity, shall engage, or shall have
engaged, in activities on behalf of the Company (a "SPECIFIED AGENT") shall be
liable, in damages or otherwise, to the Company or to any Member for, and
neither the Company nor any Member shall take any action against such Members,
Manager, directors, officers, affiliates or Specified Agent, in respect of any
loss which arises out of any acts or omissions performed or omitted by such
person pursuant to the authority granted by this Agreement, or otherwise
performed on behalf of the Company, if such Member, Manager, director, officer,
affiliate, or Specified Agent, as applicable, in good faith, determined that
such course of conduct was in the best interests of the Company and within the
scope of authority conferred on such person by this Agreement or approved by the
Manager. Each Member shall look solely to the assets of the Company for return
of such Member's investment, and if the property of the Company remaining after
the discharge of the debts and liabilities of the Company is insufficient to
return such investment, each Member shall have no recourse against the Company,
the other Members or their affiliates, except as expressly provided herein;
provided, however, that the foregoing shall not relieve any Member or the
Manager of any fiduciary duty, duty of care or duty of fair dealing to the
Members that it may have hereunder or under applicable law.

     (b) Indemnification. In any threatened, pending or completed claim, action,
suit or proceeding to which a Member, a Manager, a director of the Company, any
officer of the Company, their respective affiliates, or any Specified Agent was
or is a party or is threatened to be made a party by reason of the fact that
such person is or was engaged in


                                      -11-



activities on behalf of the Company, including without limitation any action or
proceeding brought under the Securities Act of 1933, as amended, against a
Member, a Manager, a director of the Company, any officer of the Company, their
respective affiliates, or any Specified Agent relating to the Company, the
Company shall to the fullest extent permitted by law indemnify and hold harmless
the Members, Manager, directors of the Company, officers of the Company, their
respective affiliates, and any such Specified Agents against losses, damages,
expenses (including attorneys' fees), judgments and amounts paid in settlement
actually and reasonably incurred by or in connection with such claim, action,
suit or proceeding; provided, however, that none of the Members, Managers,
directors of the Company, officers of the Company, their respective affiliates
or any Specified Agent shall be indemnified for actions constituting bad faith,
willful misconduct, or fraud. Any act or omission by any such Member, Manager,
director, officer, or any such affiliate or Specified Agent, if done in reliance
upon the opinion of independent legal counsel or public accountants selected
with reasonable care by such Member, Manager, director, officer, or any such
affiliate or Specified Agent, as applicable, shall not constitute bad faith,
willful misconduct, or fraud on the part of such Member, Manager, director,
officer, or any such affiliate or Specified Agent.

     (c) No Presumption. The termination of any claim, action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that any act or failure to act by a Member, a Manager, a director of
the Company, any officer of the Company, their respective affiliates or any
Specified Agent constituted bad faith, willful misconduct or fraud under this
Agreement.

     (d) Limitation on Indemnification. Any such indemnification under this
Section 14 shall be recoverable only out of the assets of the Company and not
from the Members.

     (e) Reliance on the Agreement. To the extent that, at law or in equity, a
Member, Manager, director of the Company, officer of the Company or any
Specified Agent has duties (including fiduciary duties) and liabilities relating
thereto to the Company or to any Member or other person bound by this Agreement,
such Member, Manager, director, officer or any Specified Agent acting under this
Agreement shall not be liable to the Company or to any Member or other person
bound by this Agreement for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict
the duties and liabilities of a Member, Manager, director of the Company,
officer of the Company or any Specified Agent otherwise existing at law or in
equity, are agreed by the parties hereto to replace such other duties and
liabilities of such Member, Manager, director or officer or any Specified Agent.

     SECTION 15. Miscellaneous.

     (a) Certificate of Limited Liability Company Interest. A Member's limited
liability company interest may be evidenced by a certificate of limited
liability company interest executed by the Manager or an officer in such form as
the Manager may approve; provided that such certificate of limited liability
company interest shall not bear a legend that causes such limited liability
company interest to constitute a security under Article 8


                                      -12-



(including Section 8-103) of the Uniform Commercial Code as enacted and in
effect in the State of Delaware, or the corresponding statute of any other
applicable jurisdiction.

     (b) Amendment. The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each Member. No failure or
delay on the part of any Member in exercising any right, power or privilege
granted hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
granted hereunder.

     (c) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Members and their respective successors and assigns.

     (d) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to any
conflicts of law principles that would require the application of the laws of
any other jurisdiction.

     (e) Severability. In the event that any provision contained in this
Agreement shall be held to be invalid, illegal or unenforceable for any reason,
the invalidity, illegality or unenforceability thereof shall not affect any
other provision hereof.

     (f) Multiple Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     (g) Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes and
replaces any prior or contemporaneous understandings.

     (h) Relationship between the Agreement and the Act. Regardless of whether
any provision of this Agreement specifically refers to particular Default Rules
(as defined below), (i) if any provision of this Agreement conflicts with a
Default Rule, the provision of this Agreement controls and the Default Rule is
modified or negated accordingly, and (ii) if it is necessary to construe a
Default Rule as modified or negated in order to effectuate any provision of this
Agreement, the Default Rule is modified or negated accordingly. For purposes of
this Section 15(h), "DEFAULT RULE" shall mean a rule stated in the Act which
applies except to the extent it may be negated or modified through the
provisions of a limited liability company's Limited Liability Company Agreement.


                                      -13-



     IN WITNESS WHEREOF, the party has caused this Agreement to be duly executed
on the date first above written.

                                        CHARTER COMMUNICATIONS HOLDINGS, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Paul Martin
                                            ------------------------------------
                                            Paul Martin
                                            Senior Vice President

Accepting its appointment as the Company's Manager subject to the provisions of
this Agreement and agreeing to be bound by this Agreement:

                                        CHARTER COMMUNICATIONS, INC., a Delaware
                                        corporation


                                        By: /s/ Paul Martin
                                            ------------------------------------
                                            Paul Martin
                                            Senior Vice President, Interim Chief
                                            Financial Officer, Principal
                                            Accounting Officer and Corporate
                                            Controller


                                      -14-



                                    EXHIBIT A

DIRECTOR

Jo Allen Patton

Robert P. May

OFFICERS

Paul E. Martin, Senior Vice-President

Eloise Schmitz, Senior Vice-President

Thomas J. Hearity, Senior Vice-President and Secretary

William J. Placke, Assistant Secretary

                                    EXHIBIT B

MEMBER

Charter Communications Holdings, LLC


                                      -15-

                                                                     Exhibit 3.7

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 01:49 Pm 08/08/2005
                                                     Filed 01:33 Pm 08/08/2005
                                                   Srv 050651700 - 4011692 File

                          CERTIFICATE OF INCORPORATION

                                       OF

                          CCH I HOLDINGS CAPITAL CORP.

     1. The name of the Corporation is CCH I Holdings Capital Corp.

     2. The address of the registered office of the Corporation in the State of
Delaware is the 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of its registered agent at such address is
Corporation Service Company.

     3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The Corporation is authorized to issue One Hundred (100) shares of
Common Stock with a par value of $.01 per share.

     5. The Corporation is to have perpetual existence.

     6. The number of directors which shall constitute the whole Board of
Directors shall be fixed by and in the manner provided in the Bylaws of the
Corporation.

     7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the Bylaws of the Corporation.

     8. Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall otherwise provide.

     9. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the


                                                                          Page 1



director derives an improper personal benefit. If the General Corporation Law of
the State of Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing in respect of any act or
omission occurring prior to the time of such repeal or modification.

     10. The Corporation shall, to the fullest extent now or hereafter permitted
by Section 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all persons whom it may indemnify pursuant
thereto.

     11. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

     12. The name and mailing address of the incorporator of the Corporation is:



Name                  Mailing Address
- ----                  ---------------
                   
Christine M. Nuccio   12405 Powerscourt Drive
                      St. Louis, Missouri 63131-3660


     IN WITNESS WHEREOF, this Certificate has been signed on this 5th day of
August, 2005.


                                        /s/ Christine M. Nuccio
                                        ----------------------------------------
                                        Christine M. Nuccio, Incorporator


                                                                          Page 2

                                                                     Exhibit 3.8

                          CCH I HOLDINGS CAPITAL CORP.

                                     BYLAWS


                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I. OFFICES.......................................................     1
   Section 1.  Registered Office.........................................     1
   Section 2.  Other Offices.............................................     1
ARTICLE II. MEETINGS OF STOCKHOLDERS.....................................     1
   Section 1.  Place of Meetings.........................................     1
   Section 2.  Annual Meetings...........................................     1
   Section 3.  Special Meetings..........................................     1
   Section 4.  Notice of Meetings........................................     1
   Section 5.  Quorum; Adjournment.......................................     2
   Section 6.  Proxies and Voting........................................     2
   Section 7.  Stock List................................................     3
   Section 8.  Actions by Stockholders...................................     3
ARTICLE III. BOARD OF DIRECTORS..........................................     4
   Section 1.  Duties and Powers.........................................     4
   Section 2.  Number and Term of Office.................................     4
   Section 3.  Vacancies.................................................     4
   Section 4.  Meetings..................................................     4
   Section 5.  Quorum....................................................     4
   Section 6.  Actions of Board Without a Meeting........................     5
   Section 7.  Meetings by Means of Conference Telephone.................     5
   Section 8.  Committees................................................     5
   Section 9.  Compensation..............................................     5
   Section 10. Removal...................................................     6



                                       -i-





                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE IV. OFFICERS.....................................................     6
   Section 1.  General...................................................     6
   Section 2.  Election; Term of Office; Resignation; Removal............     6
   Section 3.  Chairman of the Board.....................................     6
   Section 4.  President.................................................     6
   Section 5.  Vice President............................................     7
   Section 6.  Secretary.................................................     7
   Section 7.  Assistant Secretaries.....................................     7
   Section 8.  Treasurer.................................................     8
   Section 9.  Assistant Treasuers.......................................     8
   Section 10. Other Officers............................................     8
 ARTICLE V. STOCK........................................................     8
   Section 1.  Form of Certificates......................................     8
   Section 2.  Signatures................................................     8
   Section 3.  Lost Certificates.........................................     8
   Section 4.  Transfers.................................................     8
   Section 5.  Record Date...............................................     8
   Section 6.  Beneficial Owners.........................................     9
   Section 7.  Voting Securities Owned by the Corporation................     9
ARTICLE VI. NOTICES......................................................     9
   Section 1.  Notices to Stockholders...................................     9
   Section 2.  Waiver of Notice..........................................     9
ARTICLE VII. GENERAL PROVISIONS..........................................    10
   Section 1.  Dividends.................................................    10



                                      -ii-





                                                                            PAGE
                                                                            ----
                                                                         
   Section 2.  Disbursements.............................................    10
   Section 3.  Corporation Seal..........................................    10
ARTICLE VIII. DIRECTORS' LIABILITY AND INDEMNIFICATION...................    10
   Section 1.  Right to Indemnification..................................    10
   Section 2.  Right to Advancement of Expenses..........................    11
   Section 3.  Right of Covered Person to Bring Suit.....................    11
   Section 4.  Non-Exclusivity of Rights.................................    12
   Section 5.  Insurance.................................................    12
   Section 6.  Indemnification of Employees and Agents of the
               Corporation...............................................    12
   Section 7.  Amendment.................................................    12
ARTICLE IX. AMENDMENTS...................................................    12



                                      -iii-



                                     BYLAWS

                                       OF

                          CCH I HOLDINGS CAPITAL CORP.
                     (hereinafter called the "Corporation")

                                   ARTICLE I.

                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from,
time to time by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be
held on such, date and at such, time as shall be designated from time to time by
the Board of Directors and stated, in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.

     Section 3, Special Meetings. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, the President, or
by the holders of shares entitled to cast not less than ten (10) percent of the
votes at the meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary by any person (other than the
board) entitled to call a special meeting of stockholders, the officer
forthwith, shall cause notice to be given to the stockholders entitled to vote
that a meeting will be held at a time requested by the person or persons calling
the meeting, not less than thirty-five (35) nor more than sixty (60) days after
the receipt of the request. If the notice is not given within twenty (20) days
after receipt of the request, the persons entitled to call the meeting may give
the notice.

     Section 4. Notice of Meetings. Notice of the place, date, and hour of all
stockholder meetings, the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, and in the case of a special


                                       -1-



meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten (10) nor more than sixty (60) days before the date on which
the meeting is to be held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or as required from time to time by the
Delaware General Corporation Law or the Certificate of Incorporation.

     Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, if any, date, or time
without notice other than announcement at the meeting, until a quorum shall be
present or represented.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     Section 6. Proxies and voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
Instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting.

     Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the certificate of
incorporation.

     All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the certificate of
incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

     All elections of directors shall be determined by a plurality of the votes
cast, and except as otherwise required by law or the certificate of
incorporation, all other matters shall be determined by a majority of the votes
cast.


                                       -2-



     Section 7. Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.

     The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

     Section 8. Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

          A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section 8,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the corporation can determine
(A) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (B) the date on which
such stockholder or proxyholder or authorized person or persons transmitted such
telegram, cablegram or electronic transmission. No consent given by telegram,
cablegram or other electronic transmission shall be deemed to have been
delivered until such consent is reproduced in paper form and until such paper
form shall be delivered to the corporation by delivery in accordance with the
provisions of section 228(d) of the delaware general corporation law.

          Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

          Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.


                                       -3-



                                  ARTICLE III.

                               BOARD OF DIRECTORS

     Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 2. Number and Term of Office. The Board of Directors shall consist
of one (1) or more members. The number of directors shall be fixed and may be
changed from time to time by resolution duly adopted by the Board of Directors
or the stockholders, except as otherwise provided by law or the Certificate of
Incorporation. Except as provided in Section. 3 of this Article, directors shall
be elected by the holders of record of a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders.

     Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director or by the stockholders entitled to vote at any Annual or
Special Meeting held in accordance with Article II, and the directors so chosen
shall hold office until the next Annual or Special Meeting duly called for that
purpose and until their successors are duly elected and qualified, or until
their earlier resignation or removal.

     Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director by whom it is not waived either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Meetings may be held at any time without
notice if all the directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these Bylaws.

     Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of business and the act


                                       -4-



of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Section 6. Actions of Board Without a Meeting. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or any committee thereof. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

     Section 8. Committees. The Board of Directors may. by resolution passed by
a majority of the directors then, in office, designate one (1) or more
committees, each committee to consist of one (1) or more of the directors of the
Corporation. The Board of Directors may designate one (1) or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any committee, to the extent allowed by
law and provided in the Bylaw or resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Each, committee shall keep regular minutes and report to the Board of Directors
when required.

     Section 9. Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from, serving
the Corporation, in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.


                                       -5-



     Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or Bylaws, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

ARTICLE IV.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. General. The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, a Secretary and a Treasurer (or a position with the duties
and responsibilities of a Treasurer). The Board of Directors may also appoint a
chief financial officer and a chief operating officer, and the Board of
Directors or the President may also appoint one (1) or more vice presidents,
assistant secretaries or assistant treasurers, and such other officers as either
the Board of Directors or the President, in their discretion, shall deem
necessary or appropriate from time to time. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

     Section 2. Election; Term of Office; Resignation; Removal. The Board of
Directors at its first meeting held after each Annual Meeting of Stockholders
shall elect a Chairman of the Board or a President, or both, a Secretary and a.
Treasurer (or a position with, the duties and responsibilities of a Treasurer),
and may also elect at that meeting or any other meeting, such other officers and
agents as it shall deem necessary or appropriate. Each officer of the
Corporation appointed by the Board of Directors shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors together with the powers and duties customarily exercised by such
officer. Each officer of the Corporation appointed by the President shall
exercise such powers and perform such duties as shall be determined from time to
time by the President. Each officer of the Corporation shall hold office until
such officer's successor is elected and qualified or until such officer's
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. The Board of Directors may at any time, with or
without cause, by the affirmative vote of a majority of directors then in
office, remove any officer, and the President may at any time, with or without
cause, remove any officer whom he or she appointed pursuant to Section I of this
Article.

     Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meeting of the board of Directors and shall perform such duties
as shall be assigned, and shall exercise such powers, as may be prescribed by
the Board of Directors from time to time.

     Section 4. President. The President shall be the chief executive officer
and (if no other person has been appointed as such.) the chief operating officer
of the Corporation; shall (unless the Chairman of the board elects otherwise)
preside at all meetings of the Board of Directors and stockholders; shall have
general supervision and active management of the business and finances of the
Corporation; and shall see that all orders and resolutions of the Board of
Directors are carried into effect, subject, however, to the right of the Board
of Directors to delegate any specific powers to any other officer or officers.
The President shall have and exercise such


                                       -6-



further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to ail of the restrictions upon the Chairman of
the Board.

     Section 5. Vice President. The vice presidents shall perform such duties
and have such other powers as the Board of Directors or the President may from
time to time prescribe. In the absence of the President or in the event of his
inability or refusal to act, the most senior available officer appointed by the
Board of Directors, or in the absence of such, appointment, the following
officers, if such officer positions exist, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President; first, the chief financial officer,
next, the chief operating officer, next, the executive level vice president (or
in the event there be more than one (1) executive vice president, then in the
order of their appointment).

     Section 6. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

     Section 7. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Secretary, and shall have the authority to
perform all functions of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

     Section 8. Treasurer. The treasurer shall have custody of the corporation's
funds and securities and shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books of the corporation to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the corporation in the name and to the credit of the corporation in
depositories designated from time to time by the board of directors; and shall
disburse the funds of the corporation as may be ordered by the board of
directors. The treasurer shall have such other powers and perform such other
duties as the board of directors or the president shall from time to time
prescribe.


                                       -7-



     Section 9. Assistant Treasurers. Except as may be otherwise provided in
these Bylaws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the authority to
perform all functions of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.

     Section 10. Other Officers. Such other officers as the Board of Directors
or the President may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors or the
President, respectively. The Board of Directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.

                                   ARTICLE V.

                                      STOCK

     Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.

     Section 2. Signatures. Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased,
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

     Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such, owner's legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

     Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a new certificate
shall be issued.

     Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or


                                       -8-



entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     Section 6. Beneficial owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

     Section 7. Voting securities owned by the corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed, in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE VI.

                                     NOTICES

     Section 1. Notices to stockholders. If mailed, notice to stockholders shall
be deemed given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

     Section 2. waiver of notice. Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the notice required to be given to such person.


                                       -9-



                                  ARTICLE VII.

                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting or by any
Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital stock or
in any combination thereof. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.

     Section 3. Corporation Seal. The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal,
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                  ARTICLE VIII.

                    DIRECTORS' LIABILITY AND INDEMNIFICATION

     Section 1. Right to indemnification. Each person who was or is made a party
or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter, a "covered person"),
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the delaware
general corporation law, as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
erisa excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such covered person in connection therewith; provided,
however, that, except as provided in section 3 of this article with respect to
proceedings to enforce rights to indemnification, the corporation shall
indemnify any such covered person in connection with a proceeding (or part
thereof) initiated by such covered person only if such proceeding (or part
thereof) was authorized by the board.


                                      -10-



     Section 2. Right to Advancement of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a Covered Person in defending
any such proceeding in advance of its final disposition (hereinafter, an
"advancement of expenses"), provided, however, that, if the Delaware General
Corporation Law so requires, an advancement of expenses incurred by a Covered
Person in his or her capacity as such shall be made only upon delivery to the
Corporation of an undertaking (hereinafter, an "undertaking"), by or on behalf
of such Covered Person, to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to
appeal (hereinafter, a "final adjudication") that such Covered Person is not
entitled to be indemnified for such expenses under Section 2 of this Article or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections 1 and 2 of this Article shall be contract rights and such
rights shall continue as to a Covered Person who has ceased to be such and shall
inure to the benefit of the Covered Person's heirs, executors and
administrators.

     Section 3. Right of Covered Person to Bring Suit. If a claim under Section
1 or 2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim therefor has been received by the Corporation, except
in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the Covered Person may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Covered Person shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the Covered Person to enforce a right to indemnification hereunder (but not in a
suit brought by the Covered Person to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the Covered Person has not met the applicable standard
for indemnification set forth in the Delaware General Corporation Law. To the
fullest extent permitted by law, neither the failure of the Corporation
(including its disinterested directors, committee thereof, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Covered Person is proper
in the circumstances because the Covered Person has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its disinterested directors,
committee thereof, independent legal counsel or its stockholders) that the
Covered Person has not met such applicable standard of conduct, shall create a
presumption that the Covered Person has not met the applicable standard of
conduct or, in the case of such a suit brought by the Covered Person, be a
defense to such suit. In any suit brought by the Covered Person to enforce a
right to indemnification or to an advancement of expenses hereunder, or brought
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the Covered Person is not entitled
to be indemnified, or to such advancement of expenses, under this Article X or
otherwise shall, to the extent permitted by law, be on the Corporation.

     Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article X shall not be exclusive
of any other right


                                      -11-



which any person may have or hereafter acquire by any statute, the Corporation's
Certificate of Incorporation or Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

     Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

     Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
X with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.

     Section 7. Amendment. Any repeal or modification of this Article VIII shall
not change the rights of an officer or director to indemnification with respect
to any action or omission occurring prior to such repeal or modification.

                                   ARTICLE IX.

                                   AMENDMENTS

     Except as otherwise specifically stated within an Article to be altered,
amended or repealed, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted at any meeting of the Board of Directors or of the
stockholders.


                                      -12-



THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Assistant Secretary of CCH
I Holdings Capital Corp. and that the foregoing Bylaws were adopted as the
Bylaws of said corporation as of the 18th day of August, 2005, by the sole
director of said corporation.

     Dated as of August 18, 2005.


                                        /s/ William J. Placke
                                        ----------------------------------------
                                        William J. Placke, Assistant Secretary


                                      -13-

                                                                     Exhibit 3.9

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 06:47 PM 07/09/2003
                                                     FILED 06:47 PM 07/09/2003
                                                   SRV 030452455 - 3637127 FILE

                            CERTIFICATE OF FORMATION

                                       OF

                                   CCH I, LLC

     1. The name of the limited liability company is CCH I, LLC.

     2. The address of its registered office in the State of Delaware is 2711
Centervillo Road, Suite 400, Wilmington. Delaware, 19808, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of CCH I, LLC this 9th day of July, 2003.


                                        /s/ Janeen G. Domagalski
                                        ----------------------------------------
                                        Janeen G. Domagalski
                                        Authorized Person



                            CERTIFICATE OF FORMATION

                                       OF

                                   CCH I, LLC

     1. The name of the limited liability company is CCH I, LLC.

     2. The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of CCH I, LLC this 9th day of July, 2003.


                                        /s/ Janeen G. Domagalski
                                        ----------------------------------------
                                        Janeen G. Domagalski
                                        Authorized Person

                                                                 Exhibit 3.10(a)

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                   CCH I, LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)

     This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time,
this "AGREEMENT") is entered into as of July 9, 2003 by Charter Communications
Holdings, LLC, a Delaware limited liability company ("CHARTER"), as the sole
member of CCH I, LLC, a Delaware limited liability company (the "COMPANY").

                                   WITNESSETH:

     WHEREAS, the Certificate of Formation of the Company was executed and filed
in the office of the Secretary of State of the State of Delaware on July 9,
2003; and

     WHEREAS, Charter is the sole member of the Company;

     NOW, THEREFORE, in consideration of the terms and provisions set forth
herein, the benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the party hereby agrees as follows:

     SECTION 1. General.

     (a) Formation. Effective as of the date and time of filing of the
Certificate of Formation in the office of the Secretary of State of the State of
Delaware, the Company was formed as a limited liability company under the
Delaware Limited Liability Company Act, 6 Del.C. Section 18-101, et. seq., as
amended from time to time (the "ACT"). Except as expressly provided herein, the
rights and obligations of the Members (as defined in Section l(h)) in connection
with the regulation and management of the Company shall be governed by the Act.

     (b) Name. The name of the Company shall be "CCH I, LLC." The business of
the Company shall be conducted under such name or any other name or names that
the Manager (as defined in Section 4(a)(i) hereof) shall determine from time to
time.

     (c) Registered Agent. The address of the registered office of the Company
in the State of Delaware shall be c/o Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808. The name and address of
the registered agent for service of process on the Company in the State of
Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808. The registered office or registered agent of the
Company may be changed from time to time by the Manager.



     (d) Principal Office. The principal place of business of the Company shall
be at 12405 Powerscourt Drive, St. Louis, MO 63131. At any time, the Manager may
change the location of the Company's principal place of business.

     (e) Term. The term of the Company commenced on the date of the filing of
the Certificate of Formation in the office of the Secretary of State of the
State of Delaware, and the Company will have perpetual existence until dissolved
and its affairs wound up in accordance with the provisions of this Agreement.

     (f) Certificate of Formation. The execution of the Certificate of Formation
by Janeen G. Domagalski and the filing thereof in the office of the Secretary of
State of the State of Delaware are hereby ratified, confirmed and approved.

     (g) Qualification; Registration. The Manager shall cause the Company to be
qualified, formed or registered under assumed or fictitious name statutes or
similar laws in any jurisdiction in which the Company transacts business and in
which such qualification, formation or registration is required or desirable.
The Manager, as an authorized person within the meaning of the Act, shall
execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

     (h) Voting. Each member of the Company (if there is only one member of the
Company, the "MEMBER"; or if there are more than one, the "MEMBERS") shall have
one vote in respect of any vote, approval, consent or ratification of any action
(a "VOTE") for each one percentage point of Percentage Interest (as defined in
Section 7) held by such Member (totaling 100 Votes for all Members) (any
fraction of such a percentage point shall be entitled to an equivalent fraction
of a Vote). Any vote, approval, consent or ratification as to any matter under
the Act or this Agreement by a Member may be evidenced by such Member's
execution of any document or agreement (including this Agreement or an amendment
hereto) which would otherwise require as a precondition to its effectiveness
such vote, approval, consent or ratification of the Members.

     SECTION 2. Purposes. The Company was formed for the object and purpose of,
and the nature of the business to be conducted by the Company is, engaging in
any lawful act or activity for which limited liability companies may be formed
under the Act.

     SECTION 3. Powers. The Company shall have all powers necessary, appropriate
or incidental to the accomplishment of its purposes and all other powers
conferred upon a limited liability company pursuant to the Act.

     SECTION 4. Management.

     (a) Management by Manager.

          i) Charter, as the sole member of the Company, hereby elects Charter
Communications, Inc., a Delaware corporation ("CCI"), or its
successor-in-interest that acquires directly or indirectly substantially all of
the assets or business of CCI, as the Company's manager (the "MANAGER"). CCI
shall be the Manager until a simple majority of the Votes elects otherwise. No
additional person may be elected as Manager without the


                                       -2-



approval of a simple majority of the Votes (for purposes of this Agreement, to
the extent the context requires, the term "person" refers to both individuals
and entities). Except as otherwise required by applicable law and as provided
below with respect to the Board, the powers of the Company shall at all times be
exercised by or under the authority of, and the business, property and affairs
of the Company shall be managed by, or under the direction of, the Manager. The
Manager is a "manager" of the Company within the meaning of the Act. Any person
appointed as Manager shall accept its appointment by execution of a consent to
this Agreement.

          ii) The Manager shall be authorized to elect, remove or replace
directors and officers of the Company, who shall have such authority with
respect to the management of the business and affairs of the Company as set
forth herein or as otherwise specified by the Manager in the resolution or
resolutions pursuant to which such directors or officers were elected.

          iii) Except as otherwise required by this Agreement or applicable law,
the Manager shall be authorized to execute or endorse any check, draft, evidence
of indebtedness, instrument, obligation, note, mortgage, contract, agreement,
certificate or other document on behalf of the Company without the consent of
any Member or other person.

          iv) No annual or regular meetings of the Manager or the Members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.

          v) The Manager's duty of care in the discharge of its duties to the
Company and the Members is limited to discharging its duties pursuant to this
Agreement in good faith, with the care a director of a Delaware corporation
would exercise under similar circumstances, in the manner it reasonably believes
to be in the best interests of the Company and its Members.

          vi) Except as required by the Act, no Manager shall be liable for the
debts, liabilities and obligations of the Company, including without limitation
any debts, liabilities and obligations under a judgment, decree or order of a
court, solely by reason of being a manager of the Company.

     (b) Board of Directors.

          i) Notwithstanding paragraph (a) above, the Manager may delegate its
power to manage the business of the Company to a board of natural persons
designated as "directors" (the "BOARD") which, subject to the limitations set
forth below, shall have the authority to exercise all such powers of the Company
and do all such lawful acts and things as may be done by a manager of a limited
liability company under the Act and as are not by statute, by the Certificate of
Formation (as amended from time to time, the "CERTIFICATE"), or by this
Agreement (including without limitation Section 4(c) hereof) directed or
required to be exercised or done by the Manager. Except for the rights and
duties that are assigned to officers of the Company, the rights and duties of
the directors may not be assigned or delegated to any person. No action,
authorization or approval of the Board shall be required,


                                       -3-



necessary or advisable for the taking of any action by the Company that has been
approved by the Manager. In the event that any action of the Manager conflicts
with any action of the Board, the action of the Manager shall control.

          ii) Except as otherwise provided herein, directors shall possess and
may exercise all the powers and privileges and shall have all of the obligations
and duties to the Company and the Members granted to or imposed on directors of
a corporation organized under the laws of the State of Delaware.

          iii) The number of directors on the date hereof is one, which number
may be changed from time to time by the Manager. The director as of the date
hereof shall be as set forth on Exhibit A hereto, provided that Exhibit A need
not be amended whenever the director(s) or his or her successors are changed in
accordance with the terms of this Agreement.

          iv) Each director shall be appointed by the Manager and shall serve in
such capacity until the earlier of his or her resignation, removal (which may be
with or without cause) or replacement by the Manager.

          v) No director shall be entitled to any compensation for serving as a
director. No fee shall be paid to any director for attendance at any meeting of
the Board; provided, however, that the Company may reimburse directors for the
actual reasonable costs incurred in such attendance.

     (c) Consent Required.

          i) None of the Members, Managers, directors, or officers of the
Company shall:

               (1) do any act in contravention of this Agreement;

               (2) cause the Company to engage in any business not permitted by
the Certificate or the terms of this Agreement;

               (3) cause the Company to take any action that would make it
impossible to carry on the usual course of business of the Company (except to
the extent expressly provided for hereunder); or

               (4) possess Company property or assign rights in Company property
other than for Company purposes.

          ii) One hundred percentage (100%) of the Votes shall be required to:

               (1) issue limited liability company interests in the Company to
any person;

               (2) change or reorganize the Company into any other legal form;


                                       -4-



               (3) approve a merger or consolidation of the Company with another
person;

               (4) sell all or substantially all of the assets of the Company;
or

               (5) voluntarily dissolve the Company.

          iii) In addition to any approval that may be required under Section
15(b) to the extent amendment of this Agreement is required for any of the
following actions, the affirmative vote, approval, consent or ratification of
the Manager shall be required to:

               (1) alter the primary purposes of the Company as set forth in
Section 2;

               (2) issue limited liability company interests in the Company to
any person;

               (3) enter into or amend any agreement which provides for the
management of the business or affairs of the Company by a person other than the
Manager (and the Board);

               (4) change or reorganize the Company into any other legal form;

               (5) approve a merger or consolidation of the Company with another
person;

               (6) sell all or substantially all of the assets of the Company;

               (7) operate the Company in such a manner that the Company becomes
an "investment company" for purposes of the Investment Company Act of 1940;

               (8) except as otherwise provided or contemplated herein, enter
into any agreement to acquire property or services from any person who is a
director or officer of the Company;

               (9) settle any litigation or arbitration with any third party,
any Member, or any affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will not exceed
$5,000,000;

               (10) materially change any of the tax reporting positions or
elections of the Company;

               (11) make or commit to any expenditures which, individually or in
the aggregate, exceed or are reasonably expected to exceed the Company's


                                       -5-



total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000);

               (12) make or incur any secured or unsecured indebtedness which,
individually or in the aggregate, exceeds Five Million Dollars ($5,000,000),
provided that this restriction shall not apply to (i) any refinancing of or
amendment to existing indebtedness which does not increase total borrowing, (ii)
any indebtedness to (or guarantee of indebtedness of) any entity controlled by
or under common control with the Company ("INTERCOMPANY INDEBTEDNESS"), (iii)
the pledge of any assets to support any otherwise permissible indebtedness of
the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to
finance a transaction or purchase approved by the Manager; or

               (13) voluntarily dissolve the Company.

     (d) Board Meetings.

          i) Regular Meetings. Regular meetings of the Board may be held without
notice at such time and at such place as shall from time to time be determined
by the Board, but not less often than annually.

          ii) Special Meetings. Special meetings of the Board may be called by
the President or any director on twenty-four (24) hours' notice to each
director; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of Members holding a simple
majority of the Votes. Notice of a special meeting may be given by facsimile.
Attendance in person of a director at a meeting shall constitute a waiver of
notice of that meeting, except when the director objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not duly
called or convened.

          iii) Telephonic Meetings. Directors may participate in any regular or
special meeting of the Board, by means of conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
4(d)(iii) will constitute presence in person at such meeting.

          iv) Quorum. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the Certificate or this Agreement. If a quorum is not present at any
meeting of the Board, the directors present thereat may adjourn the meeting from
time to time until a quorum shall be present. Notice of such adjournment shall
be given to any director not present at such meeting.

          v) Action Without Meeting. Unless otherwise restricted by the
Certificate or this Agreement, any action required or permitted to be taken at
any meeting of the Board may be taken without a meeting if all directors consent
thereto in writing and such written consent is filed with the minutes of
proceedings of the Board.


                                       -6-



     (e) Director's Duty of Care. Each director's duty of care in the discharge
of his or her duties to the Company and the Members is limited to discharging
his duties pursuant to this Agreement in good faith, with the care a director of
a Delaware corporation would exercise under similar circumstances, in the manner
he or she reasonably believes to be in the best interests of the Company and its
Members.

     SECTION 5. Officers.

     (a) Officers. The Company shall have such officers as may be necessary or
desirable for the business of the Company. The officers may include a Chairman
of the Board, a President, a Treasurer and a Secretary, and such other
additional officers, including one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers as the Manager, the Board, the Chairman of
the Board, or the President may from time to time elect. Any two or more offices
may be held by the same individual.

     (b) Election and Term. The President, Treasurer and Secretary shall, and
the Chairman of the Board may, be appointed by and shall hold office at the
pleasure of the Manager or the Board. The Manager, the Board, or the President
may each appoint such other officers and agents as such person shall deem
desirable, who shall hold office at the pleasure of the Manager, the Board, or
the President, and who shall have such authority and shall perform such duties
as from time to time shall, subject to the provisions of Section 5(d) hereof, be
prescribed by the Manager, the Board, or the President.

     (c) Removal. Any officer may be removed by the action of the Manager or the
action of at least a majority of the directors then in office, with or without
cause, for any reason or for no reason. Any officer other than the Chairman of
the Board, the President, the Treasurer or the Secretary may also be removed by
the Chairman of the Board or the President, with or without cause, for any
reason or for no reason.

     (d) Duties and Authority of Officers.

          i) President. The President shall be the chief executive officer and
(if no other person has been appointed as such) the chief operating officer of
the Company; shall (unless the Chairman of the Board elects otherwise) preside
at all meetings of the Members and Board; shall have general supervision and
active management of the business and finances of the Company; and shall see
that all orders and resolutions of the Board or the Manager are carried into
effect; subject, however, to the right of the directors to delegate any specific
powers to any other officer or officers. In the absence of direction by the
Manager, Board, or the Chairman of the Board to the contrary, the President
shall have the power to vote all securities held by the Company and to issue
proxies therefor. In the absence or disability of the President, the Chairman of
the Board (if any) or, if there is no Chairman of the Board, the most senior
available officer appointed by the Manager or the Board shall perform the duties
and exercise the powers of the President with the same force and effect as if
performed by the President, and shall be subject to all restrictions imposed
upon him.

          ii) Vice President. Each Vice President, if any, shall perform such
duties as shall be assigned to such person and shall exercise such powers as may
be granted


                                       -7-



to such person by the Manager, the Board or by the President of the Company. In
the absence of direction by the Manager, the Board or the President to the
contrary, any Vice President shall have the power to vote all securities held by
the Company and to issue proxies therefor.

          iii) Secretary. The Secretary shall give, or cause to be given, a
notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at Board meetings,
the number of Votes present or represented at Members' meetings, and the
proceedings thereof. The Secretary shall perform such other duties as may be
prescribed from time to time by the Manager or the Board.

          iv) Treasurer. The Treasurer shall have custody of the Company funds
and securities and shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books of the Company to be maintained for such
purpose; shall deposit all moneys and other valuable effects of the Company in
the name and to the credit of the Company in depositories designated by the
Manager or the Board; and shall disburse the funds of the Company as may be
ordered by the Manager or the Board.

          v) Chairman of the Board. The Chairman of the Board, if any, shall
perform such duties as shall be assigned, and shall exercise such powers as may
be granted to him or her by the Manager or the Board.

          vi) Authority of Officers. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
or the Board not inconsistent with this Agreement, are agents of the Company for
the purpose of the Company's business and the actions of the officers taken in
accordance with such powers shall bind the Company.

     SECTION 6. Members.

     (a) Members. The Members of the Company shall be set forth on Exhibit B
hereto as amended from time to time. At the date hereof, Charter is the sole
Member. Charter is not required to make any capital contribution to the Company;
however, Charter may make capital contributions to the Company at any time in
its sole discretion (for which its capital account balance shall be
appropriately increased). Each Member shall have a capital account in the
Company, the balance of which is to be determined in accordance with the
principles of Treasury Regulation section 1.704-l(b)(2)(iv). The provisions of
this Agreement, including this Section 6, are intended to benefit the Members
and, to the fullest extent permitted by law, shall not be construed as
conferring any benefit upon any creditor of the Company. Notwithstanding
anything to the contrary in this Agreement, Charter shall not have any duty or
obligation to any creditor of the Company to make any contribution to the
Company.


                                       -8-



     (b) Admission of Members. Other persons may be admitted as Members from
time to time pursuant to the provisions of this Agreement. If an admission of a
new Member results in the Company having more than one Member, this Agreement
shall be amended in accordance with the provisions of Section 15(b) to establish
the rights and responsibilities of the Members and to govern their
relationships.

     (c) Limited Liability. Except as required by the Act, no Member shall be
liable for the debts, liabilities and obligations of the Company, including
without limitation any debts, liabilities and obligations of the Company under a
judgment, decree or order of a court, solely by reason of being a member of the
Company.

     (d) Competing Activities. Notwithstanding any duty otherwise existing at
law or in equity, (i) neither a Member nor a Manager of the Company, or any of
their respective affiliates, partners, members, shareholders, directors,
managers, officers or employees, shall be expressly or impliedly restricted or
prohibited solely by virtue of this Agreement or the relationships created
hereby from engaging in other activities or business ventures of any kind or
character whatsoever and (ii) except as otherwise agreed in writing or by
written Company policy, each Member and Manager of the Company, and their
respective affiliates, partners, members, shareholders, directors, managers,
officers and employees, shall have the right to conduct, or to possess a direct
or indirect ownership interest in, activities and business ventures of every
type and description, including activities and business ventures in direct
competition with the Company.

     (e) Bankruptcy. Notwithstanding any other provision of this Agreement, the
bankruptcy (as defined in the Act) of a Member shall not cause the Member to
cease to be a member of the Company and, upon the occurrence of such an event,
the Company shall continue without dissolution.

     SECTION 7. Percentage Interests. For purposes of this Agreement,
"PERCENTAGE INTEREST" shall mean with respect to any Member as of any date the
proportion (expressed as a percentage) of the respective capital account balance
of such Member to the capital account balances of all Members. So long as
Charter is the sole member of the Company, Charter's Percentage Interest shall
be 100 percent.

     SECTION 8. Distributions. The Company may from time to time distribute to
the Members such amounts in cash and other assets as shall be determined by the
Members acting by simple majority of the Votes. Each such distribution (other
than liquidating distributions) shall be divided among the Members in accordance
with their respective Percentage Interests. Liquidating distributions shall be
made to the Members in accordance with their respective positive capital account
balances. Each Member shall be entitled to look solely to the assets of the
Company for the return of such Member's positive capital account balance.
Notwithstanding that the assets of the Company remaining after payment of or due
provision for all debts, liabilities, and obligations of the Company may be
insufficient to return the capital contributions or share of the Company's
profits reflected in such Member's positive capital account balance, a Member
shall have no recourse against the Company or any other Member. Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the


                                       -9-



Members on account of their interest in the Company if such distribution would
violate the Act or any other applicable law.

     SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the Members in accordance with their Percentage Interests from time
to time.

     SECTION 10. Dissolution; Winding Up.

     (a) Dissolution. The Company shall be dissolved upon (i) the adoption of a
plan of dissolution by the Members acting by unanimity of the Votes and the
approval of the Manager or (ii) the occurrence of any other event required to
cause the dissolution of the Company under the Act.

     (b) Effective Date of Dissolution. Any dissolution of the Company shall be
effective as of the date on which the event occurs giving rise to such
dissolution, but the Company shall not terminate unless and until all its
affairs have been wound up and its assets distributed in accordance with the
provisions of the Act and the Certificate is cancelled.

     (c) Winding Up. Upon dissolution of the Company, the Company shall continue
solely for the purposes of winding up its business and affairs as soon as
reasonably practicable. Promptly after the dissolution of the Company, the
Manager shall immediately commence to wind up the affairs of the Company in
accordance with the provisions of this Agreement and the Act. In winding up the
business and affairs of the Company, the Manager may, to the fullest extent
permitted by law, take any and all actions that it determines in its sole
discretion to be in the best interests of the Members, including, but not
limited to, any actions relating to (i) causing written notice by registered or
certified mail of the Company's intention to dissolve to be mailed to each known
creditor of and claimant against the Company, (ii) the payment, settlement or
compromise of existing claims against the Company, (iii) the making of
reasonable provisions for payment of contingent claims against the Company and
(iv) the sale or disposition of the properties and assets of the Company. It is
expressly understood and agreed that a reasonable time shall be allowed for the
orderly liquidation of the assets of the Company and the satisfaction of claims
against the Company so as to enable the Manager to minimize the losses that may
result from a liquidation.

     SECTION 11. Transfer. At such time as the Company has more than one Member,
no Member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other Members; provided,
however, that this Section 11 shall not restrict the ability of any Member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another Member. Upon the transfer of a Member's
limited liability company interest, the Manager shall provide notice of such
transfer to each of the other Members and shall amend Exhibit B hereto to
reflect the transfer.

     SECTION 12. Admission of Additional Members. The admission of additional or
substitute Members to the Company shall be accomplished by the amendment of this


                                      -10-



Agreement, including Exhibit B, in accordance with the provisions of Section
15(b), pursuant to which amendment each additional or substitute Member shall
agree to become bound by this Agreement.

     SECTION 13. Tax Matters. As of the date of this Agreement, the Company is a
single-owner entity for United States federal tax purposes. So long as the
Company is a single-owner entity for federal income tax purposes, it is intended
that for federal, state and local income tax purposes the Company be disregarded
as an entity separate from its owner for income tax purposes and its activities
be treated as a division of such owner. In the event that the Company has two or
more Members for federal income tax purposes, it is intended that (i) the
Company shall be treated as a partnership for federal, state and local income
tax purposes, and the Members shall not take any position or make any election,
in a tax return or otherwise, inconsistent therewith and (ii) this Agreement
will be amended to provide for appropriate book and tax allocations pursuant to
subchapter K of the Internal Revenue Code of 1986, as amended.

     SECTION 14. Exculpation and Indemnification.

     (a) Exculpation. Neither the Members, the Manager, the directors of the
Company, the officers of the Company, their respective affiliates, nor any
person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any such Members, Manager, directors,
officers, or affiliates and who, in such capacity, shall engage, or shall have
engaged, in activities on behalf of the Company (a "SPECIFIED AGENT") shall be
liable, in damages or otherwise, to the Company or to any Member for, and
neither the Company nor any Member shall take any action against such Members,
Manager, directors, officers, affiliates or Specified Agent, in respect of any
loss which arises out of any acts or omissions performed or omitted by such
person pursuant to the authority granted by this Agreement, or otherwise
performed on behalf of the Company, if such Member, Manager, director, officer,
affiliate, or Specified Agent, as applicable, in good faith, determined that
such course of conduct was in the best interests of the Company and within the
scope of authority conferred on such person by this Agreement or approved by the
Manager. Each Member shall look solely to the assets of the Company for return
of such Member's investment, and if the property of the Company remaining after
the discharge of the debts and liabilities of the Company is insufficient to
return such investment, each Member shall have no recourse against the Company,
the other Members or their affiliates, except as expressly provided herein;
provided, however, that the foregoing shall not relieve any Member or the
Manager of any fiduciary duty, duty of care or duty of fair dealing to the
Members that it may have hereunder or under applicable law.

     (b) Indemnification. In any threatened, pending or completed claim, action,
suit or proceeding to which a Member, a Manager, a director of the Company, any
officer of the Company, their respective affiliates, or any Specified Agent was
or is a party or is threatened to be made a party by reason of the fact that
such person is or was engaged in activities on behalf of the Company, including
without limitation any action or proceeding brought under the Securities Act of
1933, as amended, against a Member, a Manager, a director of the Company, any
officer of the Company, their respective affiliates, or any Specified Agent
relating to the Company, the Company shall to the fullest extent permitted by
law indemnify and hold harmless the Members, Manager, directors of the Company,


                                      -11-



officers of the Company, their respective affiliates, and any such Specified
Agents against losses, damages, expenses (including attorneys' fees), judgments
and amounts paid in settlement actually and reasonably incurred by or in
connection with such claim, action, suit or proceeding; provided, however, that
none of the Members, Managers, directors of the Company, officers of the
Company, their respective affiliates or any Specified Agent shall be indemnified
for actions constituting bad faith, willful misconduct, or fraud. Any act or
omission by any such Member, Manager, director, officer, or any such affiliate
or Specified Agent, if done in reliance upon the opinion of independent legal
counsel or public accountants selected with reasonable care by such Member,
Manager, director, officer, or any such affiliate or Specified Agent, as
applicable, shall not constitute bad faith, willful misconduct, or fraud on the
part of such Member, Manager, director, officer, or any such affiliate or
Specified Agent.

     (c) No Presumption. The termination of any claim, action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that any act or failure to act by a Member, a Manager, a director of
the Company, any officer of the Company, their respective affiliates or any
Specified Agent constituted bad faith, willful misconduct or fraud under this
Agreement.

     (d) Limitation on Indemnification. Any such indemnification under this
Section 14 shall be recoverable only out of the assets of the Company and not
from the Members.

     (e) Reliance on the Agreement. To the extent that, at law or in equity, a
Member, Manager, director of the Company, officer of the Company or any
Specified Agent has duties (including fiduciary duties) and liabilities relating
thereto to the Company or to any Member or other person bound by this Agreement,
such Member, Manager, director, officer or any Specified Agent acting under this
Agreement shall not be liable to the Company or to any Member or other person
bound by this Agreement for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict
the duties and liabilities of a Member, Manager, director of the Company,
officer of the Company or any Specified Agent otherwise existing at law or in
equity, are agreed by the parties hereto to replace such other duties and
liabilities of such Member, Manager, director or officer or any Specified Agent.

     SECTION 15. Miscellaneous.

     (a) Certificate of Limited Liability Company Interest. A Member's limited
liability company interest may be evidenced by a certificate of limited
liability company interest executed by the Manager or an officer in such form as
the Manager may approve; provided that such certificate of limited liability
company interest shall not bear a legend that causes such limited liability
company interest to constitute a security under Article 8 (including Section
8-103) of the Uniform Commercial Code as enacted and in effect in the State of
Delaware, or the corresponding statute of any other applicable jurisdiction.

     (b) Amendment. The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each Member. No failure or
delay on the part of any


                                      -12-



Member in exercising any right, power or privilege granted hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege granted hereunder.

     (c) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Members and their respective successors and assigns.

     (d) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to any
conflicts of law principles that would require the application of the laws of
any other jurisdiction.

     (e) Severability. In the event that any provision contained in this
Agreement shall be held to be invalid, illegal or unenforceable for any reason,
the invalidity, illegality or unenforceability thereof shall not affect any
other provision hereof.

     (f) Multiple Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     (g) Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes and
replaces any prior or contemporaneous understandings.

     (h) Relationship between the Agreement and the Act. Regardless of whether
any provision of this Agreement specifically refers to particular Default Rules
(as defined below), (i) if any provision of this Agreement conflicts with a
Default Rule, the provision of this Agreement controls and the Default Rule is
modified or negated accordingly, and (ii) if it is necessary to construe a
Default Rule as modified or negated in order to effectuate any provision of this
Agreement, the Default Rule is modified or negated accordingly. For purposes of
this Section 15(h), "DEFAULT RULE" shall mean a rule stated in the Act which
applies except to the extent it may be negated or modified through the
provisions of a limited liability company's Limited Liability Company Agreement.


                                      -13-



     IN WITNESS WHEREOF, the party has caused this Agreement to be duly executed
on the date first above written.

                                        CHARTER COMMUNICATIONS HOLDINGS, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Marcy A. Lifton
                                            ------------------------------------
                                            Marcy A. Lifton
                                            Vice President

Accepting its appointment as the Company's Manager subject to the provisions of
this Agreement and agreeing to be bound by this Agreement:

                                        CHARTER COMMUNICATIONS, INC., a Delaware
                                        corporation


                                        By: /s/ Marcy A. Lifton
                                            ------------------------------------
                                            Marcy A. Lifton
                                            Vice President


                                      -14-



                                    EXHIBIT A

DIRECTOR

Carl Vogel

                                    EXHIBIT B

MEMBER

Charter Communications Holdings, LLC


                                      -15-

                                                                 Exhibit 3.10(b)

             FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                   CCH I, LLC
                     (a Delaware Limited Liability Company)

     This First Amendment (the "Amendment") to the Limited Liability Company
Agreement of CCH I, LLC (the "Company") is made as of June 22, 2004 by Charter
Communications Holdings, LLC, a Delaware limited liability company (the
"Member"), as the sole member of the Company.

                                   WITNESSETH:

     WHEREAS, in an Unanimous Written Consent dated June 18, 2004, the Board of
Directors of Charter Communications, Inc., acting in its capacity as Manager of
the Company, approved amending Section 4 (b) of the Limited Liability Agreement;

     WHEREAS, the Member wishes to amend Section 4 (b) - Board of Directors of
the Limited Liability Company Agreement to reflect the increase in the number of
directors for the Company;

     NOW THEREFORE, the Member hereby deems it advisable and in the best
interest of the Company to amend Section 4 as follows:

     SECTION 4 (b) - Board of Directors

     iii) The number of directors on the date hereof is two, which number may be
changed from time to time by the Manager.

     IN WITNESS WHEREOF, the Member has caused this Amendment to be duly
executed on the date first above written.

                                      CHARTER COMMUNICATIONS HOLDINGS, LLC


                                      By: /s/ Patricia M. Carroll
                                          --------------------------------------
                                          Patricia M. Carroll
                                          Vice President and Assistant Secretary

                                                                    Exhibit 3.11

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CCH I CAPITAL CORP.

     1. The name of the Corporation is CCHI Capital Corp.

     2. The address of the registered office of the Corporation in the State of
Delaware is the 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of its registered agent at such address is
Corporation Service Company.

     3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The Corporation is authorized to issue One Hundred (100) shares of
Common Stock with a par value of $.01 per share.

     5. The Corporation is to have perpetual existence.

     6. The number of directors which shall constitute the whole Board of
Directors shall be fixed by and to the manner provided in the Bylaws of the
Corporation.

     7. In furtherance and not In limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the Bylaws of the Corporation.

     8. Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall so provide.

     9. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 06:46 PM 07/09/2003
                                                     FILED 06:25 PM 07/09/2003
                                                   SRV 030452460 - 3679934 FILE



director derives an improper personal benefit. If the General Corporation Law of
the State of Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing in respect of any act or
omission occurring prior to the time of such repeal or modification.

     10. The Corporation shall, to the fullest extent now or hereafter permitted
by Section 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all persons whom it may indemnify pursuant
thereto.

     11. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

     12. The name and mailing address of the incorporator of the Corporation is:



Name                   Mailing Address
- ----                   ---------------
                    
Janeen G. Domagalski   12405 Powerscourt Drive
                       St. Louis, Missouri 63131-3660


     IN WITNESS WHEREOF, this Certificate has been signed on this 9th day of
July, 2003


                                        /s/ Janeen G. Domagalski
                                        ----------------------------------------
                                        Janeen G. Domagalski, Incorporator


                                        2



                          CERTIFICATE OF INCORPORATION

                                       OF

                               CCH I CAPITAL CORP.

     1. The name of the Corporation is CCH I Capital Corp.

     2. The address of the registered office of the Corporation in the State of
Delaware is the 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of its registered agent at such address is
Corporation Service Company.

     3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The Corporation is authorized to issue One Hundred (100) shares of
Common Stock with a par value of $.01 per share.

     5. The Corporation is to have perpetual existence.

     6. The number of directors which shall constitute the whole Board of
Directors shall be fixed by and in the manner provided in the Bylaws of the
Corporation.

     7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the Bylaws of the Corporation.

     8. Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall so provide.

     9. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the



director derives an improper personal benefit. If the General Corporation Law of
the State of Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing in respect of any act or
omission occurring prior to the time of such repeal or modification.

     10. The Corporation shall, to the fullest extent now or hereafter permitted
by Section 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all persons whom it may indemnify pursuant
thereto.

     11. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

     12. The name and mailing address of the incorporator of the Corporation is:



Name                   Mailing Address
- ----                   ---------------
                    
Janeen G. Domagalski   12405 Powerscourt Drive
                       St. Louis, Missouri 63131-3660


     IN WITNESS WHEREOF, this Certificate has been signed on this 9th day of
July, 2003.


                                        /s/ Janeen G. Domagalski
                                        ----------------------------------------
                                        Janeen G. Domagalski, Incorporator


                                        2

                                                                    Exhibit 3.12

                               CCH I CAPITAL CORP.

                           AMENDED AND RESTATED BYLAWS


                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I. OFFICES.......................................................     1
   Section 1.  Registered Office.........................................     1
   Section 2.  Other Offices.............................................     1

ARTICLE II. MEETINGS OF STOCKHOLDERS.....................................     1
   Section 1.  Place of Meetings.........................................     1
   Section 2.  Annual Meetings...........................................     1
   Section 3.  Special Meetings..........................................     1
   Section 4.  Notice of Meetings........................................     1
   Section 5.  Quorum; Adjournment.......................................     2
   Section 6.  Proxies and Voting........................................     2
   Section 7.  Stock List................................................     3
   Section 8.  Actions by Stockholders...................................     3

ARTICLE III. BOARD OF DIRECTORS..........................................     4
   Section 1.  Duties and Powers.........................................     4
   Section 2.  Number and Term of Office.................................     4
   Section 3.  Vacancies.................................................     4
   Section 4.  Meetings..................................................     4
   Section 5.  Quorum....................................................     4
   Section 6.  Actions of Board Without a Meeting........................     5
   Section 7.  Meetings by Means of Conference Telephone.................     5
   Section 8.  Committees................................................     5
   Section 9.  Compensation..............................................     5
   Section 10. Removal...................................................     6



                                       -i-





                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE IV. OFFICERS.....................................................     6
   Section 1.  General...................................................     6
   Section 2.  Election; Term of Office; Resignation; Removal............     6
   Section 3.  Chairman of the Board.....................................     6
   Section 4.  President.................................................     6
   Section 5.  Vice President............................................     7
   Section 6.  Secretary.................................................     7
   Section 7.  Assistant Secretaries.....................................     7
   Section 8.  Treasurer.................................................     8
   Section 9.  Assistant Treasuers.......................................     8
   Section 10. Other Officers............................................     8

ARTICLE V. STOCK.........................................................     8
   Section 1.  Form of Certificates......................................     8
   Section 2.  Signatures................................................     8
   Section 3.  Lost Certificates.........................................     8
   Section 4.  Transfers.................................................     9
   Section 5.  Record Date...............................................     9
   Section 6.  Beneficial Owners.........................................     9
   Section 7.  Voting Securities Owned by the Corporation................     9

ARTICLE VI. NOTICES......................................................     9
   Section 1.  Notices to Stockholders...................................     9
   Section 2.  Waiver of Notice..........................................    10

ARTICLE VII. GENERAL PROVISIONS..........................................    10
   Section 1.  Dividends.................................................    10



                                      -ii-





                                                                            PAGE
                                                                            ----
                                                                         
   Section 2.  Disbursements.............................................    10
   Section 3.  Corporation Seal..........................................    10

ARTICLE VIII. DIRECTORS' LIABILITY AND INDEMNIFICATION...................    10
   Section 1.  Right to Indemnification..................................    10
   Section 2.  Right to Advancement of Expenses..........................    11
   Section 3.  Right of Covered Person to Bring Suit.....................    11
   Section 4.  Non-Exclusivity of Rights.................................    12
   Section 5.  Insurance.................................................    12
   Section 6.  Indemnification of Employees and Agents of the
               Corporation...............................................    12
   Section 7.  Amendment.................................................    12

ARTICLE IX. AMENDMENTS...................................................    12



                                      -iii-



                           AMENDED AND RESTATED BYLAWS

                                       OF

                               CCH I CAPITAL CORP.
                     (hereinafter called the "Corporation")

                                   ARTICLE I.

                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.

     Section3. Special Meetings. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, the President, or
by the holders of shares entitled to cast not less than ten (10) percent of the
votes at the meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary by any person (other than the
board) entitled to call a special meeting of stockholders, the officer forthwith
shall cause notice to be given to the stockholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.

     Section 4. Notice of Meetings. Notice of the place, date, and hour of all
stockholder meetings, the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, and in


                                       -1-



the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or as required from
time to time by the Delaware General Corporation Law or the Certificate of
Incorporation.

     Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, if any, date, or time
without notice other than announcement at the meeting, until a quorum shall be
present or represented.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     Section 6. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting.

     Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the Certificate of
Incorporation.

     All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

     All elections of directors shall be determined by a plurality of the votes
cast, and except as otherwise required by law or the Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.


                                       -2-



     Section 7. Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.

     The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

     Section 8. Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

          A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this Section 8,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the Corporation can determine
(A) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (B) the date on which
such stockholder or proxyholder or authorized person or persons transmitted such
telegram, cablegram or electronic transmission. No consent given by telegram,
cablegram or other electronic transmission shall be deemed to have been
delivered until such consent is reproduced in paper form and until such paper
form shall be delivered to the Corporation by delivery in accordance with the
provisions of Section 228(d) of the Delaware General Corporation Law.

          Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

          Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.


                                       -3-



                                  ARTICLE III.

                               BOARD OF DIRECTORS

     Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 2. Number and Term of Office. The Board of Directors shall consist
of one (1) or more members. The number of directors shall be fixed and may be
changed from time to time by resolution duly adopted by the Board of Directors
or the stockholders, except as otherwise provided by law or the Certificate of
Incorporation. Except as provided in Section 3 of this Article, directors shall
be elected by the holders of record of a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders.

     Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director or by the stockholders entitled to vote at any Annual or
Special Meeting held in accordance with Article II, and the directors so chosen
shall hold office until the next Annual or Special Meeting duly called for that
purpose and until their successors are duly elected and qualified, or until
their earlier resignation or removal.

     Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director by whom it is not waived either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Meetings may be held at any time without
notice if all the directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these Bylaws.

     Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of


                                       -4-



business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 6. Actions of Board Without a Meeting. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or any committee thereof. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

     Section 8. Committees. The Board of Directors may, by resolution passed by
a majority of the directors then in office, designate one(1) or more committees,
each committee to consist of one(1) or more of the directors of the Corporation.
The Board of Directors may designate one(1) or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any committee, to the extent allowed by
law and provided in the Bylaw or resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

     Section 9. Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving


                                       -5-



compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

     Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or Bylaws, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

ARTICLE IV.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. General. The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, a Secretary and a Treasurer (or a position with the duties
and responsibilities of a Treasurer). The Board of Directors may also appoint a
chief financial officer and a chief operating officer, and the Board of
Directors or the President may also appoint one (1) or more vice presidents,
assistant secretaries or assistant treasurers, and such other officers as either
the Board of Directors or the President, in their discretion, shall deem
necessary or appropriate from time to time. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

     Section 2. Election; Term of Office; Resignation; Removal. The Board of
Directors at its first meeting held after each Annual Meeting of Stockholders
shall elect a Chairman of the Board or a President, or both, a Secretary and a
Treasurer (or a position with the duties and responsibilities of a Treasurer),
and may also elect at that meeting or any other meeting, such other officers and
agents as it shall deem necessary or appropriate. Each officer of the
Corporation appointed by the Board of Directors shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors together with the powers and duties customarily exercised by such
officer. Each officer of the Corporation appointed by the President shall
exercise such powers and perform such duties as shall be determined from time to
time by the President. Each officer of the Corporation shall hold office until
such officer's successor is elected and qualified or until such officer's
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. The Board of Directors may at any time, with or
without cause, by the affirmative vote of a majority of directors then in
office, remove any officer, and the President may at any time, with or without
cause, remove any officer whom he or she appointed pursuant to Section 1 of this
Article.

     Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meeting of the board of Directors and shall perform such duties
as shall be assigned, and shall exercise such powers, as may be prescribed by
the Board of Directors from time to time.

     Section 4. President. The President shall be the chief executive officer
and (if no other person has been appointed as such) the chief operating officer
of the Corporation; shall (unless the Chairman of the board elects otherwise)
preside at all meetings of the Board of


                                       -6-



Directors and stockholders; shall have general supervision and active management
of the business and finances of the Corporation; and shall see that all orders
and resolutions of the Board of Directors are carried into effect, subject,
however, to the right of the Board of Directors to delegate any specific powers
to any other officer or officers. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.

     Section 5. Vice President. The vice presidents shall perform such duties
and have such other powers as the Board of Directors or the President may from
time to time prescribe. In the absence of the President or in the event of his
inability or refusal to act, the most senior available officer appointed by the
Board of Directors, or in the absence of such appointment, the following
officers, if such officer positions exist, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President; first, the chief financial officer,
next, the chief operating officer, next, the executive level vice president (or
in the event there be more than one (1) executive vice president, then in the
order of their appointment).

     Section 6. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

     Section 7. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Secretary, and shall have the authority to
perform all functions of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.


                                       -7-



     Section 8. Treasurer. The Treasurer shall have custody of the Corporation's
funds and securities and shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books of the Corporation to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Corporation in the name and to the credit of the Corporation in
depositories designated from time to time by the Board of Directors; and shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors. The Treasurer shall have such other powers and perform such other
duties as the Board of Directors or the President shall from time to time
prescribe.

     Section 9. Assistant Treasurers. Except as may be otherwise provided in
these Bylaws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the authority to
perform all functions of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.

     Section lO. Other Officers. Such other officers as the Board of Directors
or the President may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors or the
President, respectively. The Board of Directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.

                                   ARTICLE V.

                                      STOCK

     Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.

     Section 2. Signatures. Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

     Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may


                                       -8-



direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a new certificate
shall be issued.

     Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

     Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided
bylaw.

     Section 7. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE VI.

                                     NOTICES

     Section 1. Notices to Stockholders. If mailed, notice to stockholders shall
be deemed given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Without limiting


                                       -9-




the manner by which notice otherwise may be given effectively to stockholders,
any notice to stockholders may be given by electronic transmission in the manner
provided in Section 232 of the Delaware General Corporation Law.

     Section 2. Waiver of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the notice required to be given to such person.

                                  ARTICLE VII.

                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting or by any
Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital stock or
in any combination thereof. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.

     Section 3. Corporation Seal. The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                  ARTICLE VIII.

                    DIRECTORS' LIABILITY AND INDEMNIFICATION

     Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter, a "Covered Person"),
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or


                                      -10-



agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such Covered Person in
connection therewith; provided, however, that, except as provided in Section 3
of this Article with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such Covered Person in
connection with a proceeding (or part thereof) initiated by such Covered Person
only if such proceeding (or part thereof) was authorized by the Board.

     Section 2. Right to Advancement of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a Covered Person in defending
any such proceeding in advance of its final disposition (hereinafter, an
"advancement of expenses"), provided, however, that, if the Delaware General
Corporation Law so requires, an advancement of expenses incurred by a Covered
Person in his or her capacity as such shall be made only upon delivery to the
Corporation of an undertaking (hereinafter, an "undertaking"), by or on behalf
of such Covered Person, to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to
appeal (hereinafter, a "final adjudication") that such Covered Person is not
entitled to be indemnified for such expenses under Section 2 of this Article or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections 1 and 2 of this Article shall be contract rights and such
rights shall continue as to a Covered Person who has ceased to be such and shall
inure to the benefit of the Covered Person's heirs, executors and
administrators.

     Section 3. Right of Covered Person to Bring Suit. If a claim under Section
1 or 2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim therefor has been received by the Corporation, except
in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the Covered Person may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Covered Person shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the Covered Person to enforce a right to indemnification hereunder (but not in a
suit brought by the Covered Person to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the Covered Person has not met the applicable standard
for indemnification set forth in the Delaware General Corporation Law. To the
fullest extent permitted by law, neither the failure of the Corporation
(including its disinterested directors, committee thereof, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Covered Person is proper
in the circumstances because the Covered Person has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its disinterested directors,
committee thereof, independent legal counsel or its stockholders) that the
Covered Person has not met such


                                      -11-



applicable standard of conduct, shall create a presumption that the Covered
Person has not met the applicable standard of conduct or, in the case of such a
suit brought by the Covered Person, be a defense to such suit. In any suit
brought by the Covered Person to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Covered Person is not entitled to be indemnified, or to such
advancement of expenses, under this Article X or otherwise shall, to the extent
permitted by law, be on the Corporation.

     Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article X shall not be exclusive
of any other right which any person may have or hereafter acquire by any
statute, the Corporation's Certificate of Incorporation or Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

     Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

     Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
X with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.

     Section 7. Amendment. Any repeal or modification of this Article VIII shall
not change the rights of an officer or director to indemnification with respect
to any action or omission occurring prior to such repeal or modification.

                                   ARTICLE IX.

                                   AMENDMENTS

     Except as otherwise specifically stated within an Article to be altered,
amended or repealed, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted at any meeting of the Board of Directors or of the
stockholders.


                                      -12-



THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Assistant Secretary of CCH
I Capital Corp. and that the foregoing Amended and Restated Bylaws were adopted
as the Bylaws of said corporation as of the 19th day of September, 2003, by the
sole director of said corporation.

     Dated as of September 19, 2003.


                                        /s/ Marcy Lifton
                                        ----------------------------------------
                                        Marcy Lifton, Assistant Secretary


                                      -13-

 

 

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                                                                    EXHIBIT 23.2


            Consent of Independent Registered Public Accounting Firm


The Board of Directors
Charter Communications Holdings, LLC:

We consent to the use of our report dated March 1, 2005, except for note 24, as
to which the date is September 28, 2005, included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

St. Louis, Missouri
January 23, 2006