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Delaware		4841		03-0511293
Delaware		4841		13-4257703
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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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.

	•	This exchange offer expires at 5:00 p.m., New York City time, on                     , 2006, unless extended.

	•	No public market currently exists for the original notes or the new notes. We do not intend to list the new notes on any securities exchange or to seek approval for quotation through any automated quotation system.

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		Page
ADDITIONAL INFORMATION			i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			ii
SUMMARY			1
RISK FACTORS			15
USE OF PROCEEDS			28
CAPITALIZATION			29
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS			30
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			35
BUSINESS			65
REGULATION AND LEGISLATION			80
MANAGEMENT			85
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			107
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			111
DESCRIPTION OF OTHER INDEBTEDNESS			124
THE EXCHANGE OFFER			151
DESCRIPTION OF THE NOTES			159
IMPORTANT UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			192
PLAN OF DISTRIBUTION			197
LEGAL MATTERS			198
EXPERTS			198
WHERE YOU CAN FIND MORE INFORMATION			198
INDEX TO FINANCIAL STATEMENTS			F-1
EX-5.1: OPINION OF GIBSON, DUNN & CRUTCHER
EX-23.2: CONSENT OF KPMG LLP
EX-25.1: T-1
EX-99.1: LETTER OF TRANSMITTAL
EX-99.2: LETTER OF REGISTERED HOLDERS AND THE DEPOSITORY TRUST COMPANY PARTICIPANTS
EX-99.3: LETTER TO CLIENTS
EX-99.4: NOTICE OF GUARANTEED DELIVERY

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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 parent companies’ 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 and our parent companies’ ability to comply with all covenants in our and our parent companies’ indentures and credit facilities, any violation of which would result in a violation of the applicable facility or indenture and could trigger a default of other obligations under cross-default 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 through new issuances, exchange offers or otherwise, including restructuring our and our parent companies’ balance sheet and leverage position;
	•	our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services and to maintain and grow a stable customer base, particularly in the face of increasingly aggressive competition from other service providers;
	•	our ability to obtain programming at reasonable prices or to pass programming cost increases on to our customers;
	•	general business conditions, economic uncertainty or slowdown; and
	•	the effects of governmental regulation, including but not limited to local franchise authorities, on our business.

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	•	require us to dedicate a significant portion of our cash flow from operating activities to make payments on our and our parent companies’ 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;
	•	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 existing lower interest rate instruments;
	•	adversely affect our relationship with customers and suppliers;
	•	limit our and our parent companies’ ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our and our parent companies’ debt; and

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	•	make it more difficult for us to satisfy our obligations to the holders of our notes and to the lenders under our credit facilities as well as our parent companies’ ability to satisfy their obligations to their noteholders.

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

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	•	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.

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	•	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
	•	the holders of preferred membership interests in our subsidiary, CC VIII, would have a claim on a portion of its assets that may reduce the amounts available for repayment to holders of the 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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	•	received less than reasonably equivalent value or fair consideration for the notes; 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.

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

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					As of
					March 31,
					2006
					Actual
					(dollars in
					millions,
					unaudited)
Cash and cash equivalents					$	26
Long-Term Debt:
	CCH II:
		10.250% senior notes due 2010			$	2,041
	CCO Holdings:
		83/4 % senior notes due 2013				795
		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				770
	Renaissance:
		10.000% senior discount notes due 2008				78
	Credit Facilities:
		Charter Operating(a)				5,386
			Total long-term debt			10,720
Loan Payable — Related Party						129
Minority Interest(b)						626
Member’s Equity						3,042
Total Capitalization					$	14,517

(a)	As of March 31, 2006, our potential availability under our credit facilities totaled approximately $904 million, although the actual availability at that time was only $516 million because of limits imposed by covenant restrictions. However, pro forma for the completion of the credit facility refinancing (see “— Recent Events — Credit Facility Refinancing”), our potential availability under our credit facilities as of March 31, 2006 would have been approximately $1.3 billion, although actual availability of $516 million would remain unchanged because of limits imposed by covenant restrictions.
(b)	Minority interest consists of preferred membership interests in CC VIII. This preferred interest arises from approximately $630 million of preferred membership units issued by CC VIII in connection with an acquisition in February 2000 and was the subject of a dispute between Charter and Mr. Allen, Charter’s Chairman and controlling shareholder that 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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								Financing
				Historical				Transactions(a)				Pro Forma
REVENUES:
	Video			$	842			$	—			$	842
	High-speed Internet				215				—				215
	Telephone				6				—				6
	Advertising sales				64				—				64
	Commercial				65				—				65
	Other				79				—				79
		Total revenues			1,271				—				1,271
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				559				—				559
	Selling, general and administrative				241				—				241
	Depreciation and amortization				381				—				381
	Asset impairment charges				31				—				31
	Other operating expenses, net				8				—				8
					1,220				—				1,220
Income from operations					51				—				51
Interest expense, net					(198	)			(5	)			(203	)
Other income, net					20				5				25
Loss before income taxes					(127	)			—				(127	)
Income tax expense					(6	)			—				(6	)
Loss before cumulative effect of accounting change				$	(133	)		$	—			$	(133	)

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

Interest on $450 million of CCH II 10.250% senior notes issued in January 2006		$	11
Amortization of deferred financing costs			1
Amortization of discount			1
Less — Historical interest expense for Charter Operating’s revolving credit facilities			(9	)
							4
Interest on $300 million of CCO Holdings 83/4 % senior notes issued in August 2005							7
Historical interest expense on Charter Operating’s revolving credit facility repaid with cash on hand in February 2005							(3	)
Historical interest expense on the CCV Holdings, LLC 8.75% senior discount notes repaid with cash on hand in March 2005							(3	)
Net increase in interest expense for other financing transactions						$	5

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								Financing
				Historical				Transactions(a)				Pro Forma
REVENUES:
	Video			$	3,401			$	—			$	3,401
	High-speed Internet				908				—				908
	Telephone				36				—				36
	Advertising sales				294				—				294
	Commercial				279				—				279
	Other				336				—				336
		Total revenues			5,254				—				5,254
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,293				—				2,293
	Selling, general and administrative				1,048				—				1,048
	Depreciation and amortization				1,499				—				1,499
	Asset impairment charges				39				—				39
	Other operating expenses, net				32				—				32
					4,911				—				4,911
Income from operations					343				—				343
Interest expense, net					(858	)			(29	)			(887	)
Other income, net					99				5				104
Loss before income taxes					(416	)			(24	)			(440	)
Income tax expense					(9	)			—				(9	)
Loss before cumulative effect of accounting change				$	(425	)		$	(24	)		$	(449	)

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

Interest on $450 million of CCH II 10.250% senior notes issued in January 2006		$	46
Amortization of deferred financing costs			2
Amortization of discount			2
Less — Historical interest expense for Charter Operating’s revolving credit facilities			(32	)
							18
Interest on $300 million of CCO Holdings 83/4 % senior notes issued in August 2005			16
Amortization of deferred financing costs			1
							17
Historical interest expense on Charter Operating’s revolving credit facility repaid with cash on hand in February 2005							(3	)
Historical interest expense on the CCV Holdings, LLC 8.75% senior discount notes repaid with cash on hand in March 2005							(3	)
Net increase in interest expense for other financing transactions						$	29

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																								Three Months
				Year Ended December 31,																				Ended March 31,
				2001				2002				2003				2004				2005				2005				2006
				(dollars in millions)
Statement of Operations Data:
Revenues				$	3,807			$	4,566			$	4,819			$	4,977			$	5,254			$	1,271			$	1,374
Costs and Expenses:
	Operating (excluding depreciation and amortization)				1,486				1,807				1,952				2,080				2,293				559				626
	Selling, general and administrative				821				968				944				1,002				1,048				241				281
	Depreciation and amortization				2,683				1,436				1,453				1,495				1,499				381				358
	Impairment of franchises				—				4,638				—				2,433				—				—				—
	Asset impairment charges				—				—				—				—				39				31				99
	Other operating (income) expenses, net				28				39				(46	)			13				32				8				3
					5,018				8,888				4,303				7,023				4,911				1,220				1,367
Income (loss) from operations					(1,211	)			(4,322	)			516				(2,046	)			343				51				7
Interest expense, net					(525	)			(512	)			(545	)			(726	)			(858	)			(198	)			(239	)
Other income (expense), net					(118	)			(128	)			27				71				99				20				6
Loss before income taxes and cumulative effect of accounting change					(1,854	)			(4,962	)			(2	)			(2,701	)			(416	)			(127	)			(226	)
Income tax benefit (expense)					27				216				(13	)			35				(9	)			(6	)			(2	)
Loss before cumulative effect of accounting change					(1,827	)			(4,746	)			(15	)			(2,666	)			(425	)			(133	)			(228	)
Cumulative effect of accounting change, net of tax					(24	)			(540	)			—				(840	)			—				—				—
Net loss				$	(1,851	)		$	(5,286	)		$	(15	)		$	(3,506	)		$	(425	)		$	(133	)		$	(228	)
Other Data:
		Ratio of earnings to cover fixed charges(a)			NA				NA				1.05				NA				NA				NA				NA
		Deficiencies of earnings to cover fixed charges(a)		$	1,838			$	4,946				NA			$	2,721			$	449			$	124			$	222

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																						Three Months
		Year Ended December 31,																				Ended March 31,
		2001				2002				2003				2004				2005				2005				2006
		(dollars in millions)
Balance Sheet Data (end of period):
Cash and cash equivalents		$	—			$	310			$	85			$	546			$	3			$	26			$	26
Total assets			26,091				21,984				21,009				16,979				16,101				16,351				15,889
Long-term debt			6,961				8,066				9,557				9,895				10,624				9,626				10,720
Loans payable — related party			366				133				37				29				22				161				129
Minority interest(b)			680				693				719				656				622				659				626
Members’ equity			15,940				11,040				8,951				4,913				3,402				4,403				3,042

(a)		Earnings include net loss plus fixed charges. Fixed charges consist of interest expense and an estimated interest component of rent expense.
(b)		Minority interest represents the preferred membership interests in CC VIII. This preferred interest arises from approximately $630 million of preferred membership units issued by CC VIII in connection with an acquisition in February 2000 and was the subject of a dispute between Charter and Mr. Allen, Charter’s Chairman and controlling shareholder that 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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	•	the April 2006 refinancing of our existing credit facilities (see “— Liquidity and Capital Resources — Recent Refinancing Transactions”);
	•	the January 2006 sale by us of an additional $450 million principal amount of our 10.250% senior notes due 2010;
	•	the September 2005 exchange by our direct and indirect parent companies, 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 repurchase during 2005 of $136 million of Charter’s 4.75% convertible senior notes due 2006 leaving $20 million in principal amount outstanding; and
	•	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;

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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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	•	Dispatching 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, fixtures and equipment			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%

$

1,200/

$

(1,200

)

Long-Term Growth Rate(2)

+/-1pts

(3)

1,700/

(1,300

)

Discount Rate

+/-0.5pts

(3)

(1,300)/

1,500

(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.

	Income Taxes

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	Litigation

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	Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

				Three Months Ended March 31,
				2006								2005
Revenues				$	1,374				100	%		$	1,271				100	%
Costs and expenses:
	Operating (excluding depreciation and amortization)				626				46	%			559				44	%
	Selling, general and administrative				281				20	%			241				19	%
	Depreciation and amortization				358				26	%			381				30	%
	Asset impairment charges				99				7	%			31				2	%
	Other operating expenses, net				3				—				8				1	%
					1,367				99	%			1,220				96	%
		Income from operations			7				1	%			51				4	%
	Interest expense, net				(239	)							(198	)
	Other income, net				6								20
					(233	)							(178	)
		Loss before income taxes			(226	)							(127	)
Income tax expense					(2	)							(6	)
		Net loss		$	(228	)						$	(133	)

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		Three Months Ended March 31,
		2006								2005								2006 over 2005
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	869				63	%		$	842				66	%		$	27				3	%
High-speed Internet			254				18	%			215				17	%			39				18	%
Telephone			20				2	%			6				1	%			14				233	%
Advertising sales			70				5	%			64				5	%			6				9	%
Commercial			76				6	%			65				5	%			11				17	%
Other			85				6	%			79				6	%			6				8	%
		$	1,374				100	%		$	1,271				100	%		$	103				8	%

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		Three Months Ended March 31,
		2006								2005								2006 over 2005
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	391				29	%		$	358				28	%		$	33				9	%
Service			209				15	%			176				14	%			33				19	%
Advertising sales			26				2	%			25				2	%			1				4	%
		$	626				46	%		$	559				44	%		$	67				12	%

		Three Months Ended March 31,
		2006								2005								2006 over 2005
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	243				17	%		$	206				16	%		$	37				18	%
Marketing			38				3	%			35				3	%			3				9	%
		$	281				20	%		$	241				19	%		$	40				17	%

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			Year Ended December 31,
			2005								2004								2003
Revenues			$	5,254				100	%		$	4,977				100	%		$	4,819				100	%
Costs and Expenses:
	Operating (excluding depreciation and amortization)			2,293				44	%			2,080				42	%			1,952				40	%
	Selling, general and administrative			1,048				20	%			1,002				20	%			944				20	%
	Depreciation and amortization			1,499				28	%			1,495				30	%			1,453				30	%
	Impairment of franchises			—				—				2,433				49	%			—				—
	Asset impairment charges			39				1	%			—				—				—				—
	Other operating (income) expenses, net			32				—				13				—				(46	)			(1	)%
				4,911				93	%			7,023				141	%			4,303				89	%
Income (loss) from operations				343				7	%			(2,046	)			(41	)%			516				11	%
Interest expense, net				(858	)							(726	)							(545	)
Other income, net				99								71								27
Loss before income taxes and cumulative effect of accounting change				(416	)							(2,701	)							(2	)
Income tax (expense) benefit				(9	)							35								(13	)
Loss before cumulative effect of accounting change				(425	)							(2,666	)							(15	)
Cumulative effect of accounting change, net of tax				—								(840	)							—
Net loss			$	(425	)						$	(3,506	)						$	(15	)

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,401				65	%		$	3,373				68	%		$	28				1	%
High-speed Internet			908				17	%			741				15	%			167				23	%
Telephone			36				1	%			18				—				18				100	%
Advertising sales			294				6	%			289				6	%			5				2	%
Commercial			279				5	%			238				5	%			41				17	%
Other			336				6	%			318				6	%			18				6	%
		$	5,254				100	%		$	4,977				100	%		$	277				6	%

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,417				27	%		$	1,319				27	%		$	98				7	%
Service			775				15	%			663				13	%			112				17	%
Advertising sales			101				2	%			98				2	%			3				3	%
		$	2,293				44	%		$	2,080				42	%		$	213				10	%

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	903				17	%		$	880				18	%		$	23				3	%
Marketing			145				3	%			122				2	%			23				19	%
		$	1,048				20	%		$	1,002				20	%		$	46				5	%

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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	%
Telephone			18				—				14				—				4				29	%
Advertising sales			289				6	%			263				5	%			26				10	%
Commercial			238				5	%			204				4	%			34				17	%
Other			318				6	%			321				7	%			(3	)			(1	)%
		$	4,977				100	%		$	4,819				100	%		$	158				3	%

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		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	%
Service			663				13	%			615				12	%			48				8	%
Advertising sales			98				2	%			88				2	%			10				11	%
		$	2,080				42	%		$	1,952				40	%		$	128				7	%

		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	880				18	%		$	837				18	%		$	43				5	%
Marketing			122				2	%			107				2	%			15				14	%
		$	1,002				20	%		$	944				20	%		$	58				6	%

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	Introduction

	Recent Financing Transactions

	Debt Covenants

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	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

	•	issuing equity at a parent company 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, the availability and terms of which would be subject to market conditions.

	Sale of Assets

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	Acquisition

	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)			$	10,629			$	30			$	1,024			$	4,142			$	5,433
Long-Term Debt Interest Payments(2)				4,231				746				1,478				1,396				611
Payments on Interest Rate Instruments(3)				18				8				10				—				—
Capital and Operating Lease Obligations(1)				94				20				27				23				24
Programming Minimum Commitments(4)				1,253				342				678				233				—
Other(5)				301				146				70				42				43
	Total		$	16,526			$	1,292			$	3,287			$	5,836			$	6,111

(1)	The table presents maturities of long-term debt outstanding as of December 31, 2005. Refer to “Description of Other Indebtedness” and Notes 9 and 22 to our December 31, 2005 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, 2005 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, 2005. 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, 2005.
(4)	We pay programming fees under multi-year contracts ranging from three to ten 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 approximately $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2005, 2004 and 2003, 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.

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	•	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, 2005, 2004 and 2003, was $46 million, $43 million and $40 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 $170 million, $164 million and $162 million for the years ended December 31, 2005, 2004 and 2003, respectively.
	•	We also have $165 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
			Three Months
			Ended								For the Years Ended
			March 31,								December 31,
			2006				2005				2005				2004				2003
Customer premise equipment(a)			$	130			$	86			$	434			$	451			$	380
Scalable infrastructure(b)				34				42				174				108				66
Line extensions(c)				26				29				134				131				130
Upgrade/ Rebuild(d)				9				10				49				49				132
Support capital(e)				42				44				297				154				96
	Total capital expenditures		$	241			$	211			$	1,088			$	893			$	804

(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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																																Fair Value at
																																December 31,
				2006				2007				2008				2009				2010				Thereafter				Total				2005
Debt:
	Fixed Rate			$	—			$	—			$	114			$	—			$	1,601			$	2,633			$	4,348			$	4,289
		Average Interest Rate			—				—				10.00	%			—				10.25	%			8.33	%			9.08	%
	Variable Rate			$	30			$	280			$	630			$	779			$	1,762			$	2,800			$	6,281			$	6,256
		Average Interest Rate			7.94	%			7.67	%			7.67	%			7.74	%			8.14	%			8.07	%			7.99	%
Interest Rate Instruments:
	Variable to Fixed Swaps			$	873			$	975			$	—			$	—			$	—			$	—			$	1,848			$	4
		Average Pay Rate			8.23	%			8.00	%			—				—				—				—				8.11	%
		Average Receive Rate			7.83	%			7.77	%			—				—				—				—				7.80	%

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	•	improving the end-to-end customer experience and increasing customer loyalty;
	•	growing sales and retention for all our products and services; and
	•	driving operating and capital effectiveness.

	The Customer Experience

	Sales and Retention

	Operating and Capital Effectiveness

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	•	the April 2006 refinancing of our existing credit facilities (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Recent Financing Transactions”);
	•	the January 2006 sale by us of an additional $450 million principal amount of original notes due 2010;
	•	the September 2005 exchange by our direct and indirect parent companies, 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 repurchase during 2005 of $136 million of Charter’s 4.75% convertible senior notes due 2006 leaving $20 million in principal amount outstanding; and
	•	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.

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					Approximate as of
					March 31,				March 31,
					2006(a)				2005(a)
Cable Video Services:
	Analog Video:
		Residential (non-bulk) analog video customers(b)				5,640,200				5,732,600
		Multi-dwelling (bulk) and commercial unit customers(c)				273,700				252,200
			Total analog video customers(b)(c)			5,913,900				5,984,800
	Digital Video:
		Digital video customers(d)				2,866,400				2,694,600
Non-Video Cable Services:
		Residential high-speed Internet customers(e)				2,322,400				1,978,400
		Residential telephone customers(f)				191,100				55,300

(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). At March 31, 2006 and 2005, “customers” include approximately 48,500 and 43,100 persons whose accounts were over 60 days past due in payment, approximately 11,900 and 7,000 persons whose accounts were over

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		90 days past due in payment and approximately 7,800 and 3,600 of which were over 120 days past due in payment, respectively.
(b)		“Analog video customers” include all customers who receive video services (including those who also purchase high-speed Internet and telephone services) but excludes approximately 287,700 and 241,700 customers at March 31, 2006 and 2005, respectively, who receive high-speed Internet service only or telephone service only and who are only counted as high-speed Internet customers or telephone customers.
(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 used consistently. 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 March 31, 2006 and 2005 are approximately 8,500 and 10,000 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.
(f)		“Residential telephone customers” include all households receiving telephone service.

	•	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 8 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

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		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

	Telephone Services

	Commercial Services

	Sale of Advertising

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		Price Range as of
Service		March 31, 2006
Analog video packages		$	6.75 - $ 58.00
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 - $114.98
High-speed Internet service		$	21.95 - $ 59.99
Video on demand (per selection)		$	0.99 - $ 29.99
High definition television		$	3.00 - $ 10.99
Digital video recorder (DVR)		$	9.99 - $ 14.99

Less than																Two-way
550 megahertz				550 megahertz				750 megahertz				860/870 megahertz				Enabled
	8	%			5	%			40	%			47	%			87	%

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	•	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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	General

	Costs

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	DBS

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	DSL and Other Broadband Services

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	Telephone Companies and Utilities

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	Broadcast Television

	Traditional Overbuilds

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	Other Litigation

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	Cable Rate Regulation

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	Must Carry/Retransmission Consent

	Access Channels

	Access to Programming

	Ownership Restrictions

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	Internet Service

	Phone Service

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	Pole Attachments

	Cable Equipment

	Other Communications Act Provisions and FCC Regulatory Matters

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	Copyright

	Franchise Matters

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

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Executive Officers		Position
Paul G. Allen		Chairman of Charter’s Board of Directors
Neil Smit		President and Chief Executive Officer
Michael J. Lovett		Executive Vice President and Chief Operating Officer
Jeffrey T. Fisher		Executive Vice President and Chief Financial Officer
Grier C. Raclin		Executive Vice President, General Counsel and Corporate Secretary
Robert A. Quigley		Executive Vice President and Chief Marketing Officer
Sue Ann R. Hamilton		Executive Vice President, Programming
Lynne F. Ramsey		Senior Vice President, Human Resources
Kevin D. Howard		Vice President and Chief Accounting Officer

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																			Long-Term
							Annual Compensation												Compensation Award
																			Restricted				Securities
			Year												Other Annual				Stock				Underlying				All Other
			Ended				Salary				Bonus				Compensation				Awards				Options				Compensation
Name and Principal Position			Dec. 31				($)				($)				($)				($)				(#)				($)(1)
Neil Smit(2)				2005				415,385				1,200,000	(9)			—				3,278,500	(21)			3,333,333				23,236	(28)
	President and Chief			2004				—				—				—				—				—				—
	Executive Officer			2003				—				—				—				—				—				—
Robert P. May(3)				2005				—				838,900	(10)			1,360,239	(16)			180,000	(22)			—				—
	Former Interim President			2004				—				—				10,000	(16)			50,000	(22)			—				—
	and Chief Executive Officer			2003				—				—				—				—				—				—
Carl E. Vogel(4)				2005				115,385				—				1,428	(17)			—				—				1,697,451	(29)
	Former President and			2004				1,038,462				500,000	(11)			38,977	(17)			4,729,400	(23)			580,000				3,239
	Chief Executive Officer			2003				1,000,000				150,000	(12)			40,345	(17)			—				750,000				3,239
Michael J. Lovett(5)				2005				516,153				377,200				14,898	(18)			265,980	(24)			216,000				59,013	(30)
	Executive Vice President			2004				291,346				241,888				7,797	(18)			355,710	(24)			172,000				6,994
	and Chief Operating Officer			2003				81,731				60,000				2,400	(18)			—				100,000				1,592
Paul E. Martin(6)				2005				350,950				299,017	(13)			—				52,650	(25)			83,700				7,047
	Former Senior Vice			2004				193,173				25,000	(13)			—				269,100	(25)			77,500				6,530
	President, Principal Accounting Officer and Corporate Controller			2003				167,308				14,000				—				—				—				4,048
Wayne H. Davis(7)				2005				409,615				184,500				—				108,810	(26)			145,800				3,527
	Former Executive Vice			2004				269,231				61,370	(14)			—				435,635	(26)			135,000				2,278
	President and Chief Technical Officer			2003				212,885				47,500				581	(19)			—				225,000				436
Sue Ann R. Hamilton(8)				2005				362,700				152,438				—				107,838	(27)			145,000				6,351
	Executive Vice			2004				346,000				13,045				—				245,575	(27)			90,000				3,996
	President — Programming			2003				225,000				231,250	(15)			4,444	(20)			—				200,000				1,710

	(1)	Except as noted in Notes 28 through 30 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.
	(2)	Mr. Smit joined Charter on August 2005 in his current position.
	(3)	Mr. May served as Interim President and Chief Executive Officer from January 2005 through August 2005.
	(4)	Mr. Vogel resigned from all of his positions with Charter and its subsidiaries in January 2005.
	(5)	Mr. Lovett joined Charter in August 2003 and was promoted to his current position in April 2005.
	(6)	Mr. Martin resigned from all of his positions with Charter and its subsidiaries in April 2006.
	(7)	Mr. Davis resigned from all of his positions with Charter and its subsidiaries in March 2006.

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	(8)	Ms. Hamilton joined Charter in March 2003 and was promoted to her current position in April 2005.
	(9)	Pursuant to his employment agreement, Mr. Smit will receive a minimum bonus of $1,200,000 for 2005.

(10)	This bonus was paid pursuant to Mr. May’s Executive Services Agreement. See “Employment Arrangements.”
(11)	Mr. Vogel’s 2004 bonus was a mid-year discretionary bonus.
(12)	Mr. Vogel’s 2003 bonus was determined in accordance with the terms of his employment agreement.
(13)	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.
(14)	Mr. Davis’ 2004 bonus included a $50,000 discretionary bonus.
(15)	Ms. Hamilton’s 2003 bonus included a $150,000 signing bonus.
(16)	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.
(17)	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.
(18)	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.
(19)	Amount attributed to personal use of the corporate airplane.
(20)	Amount attributed to personal use of the corporate airplane.
(21)	Pursuant to his employment agreement, Mr. Smit received 1,250,000 restricted shares in August 2005, which will vest on the first anniversary of the grant date and 1,562,500 restricted shares in August 2005, which will vest over three years in equal one-third installments. 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.
(22)	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.
(23)	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 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

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	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.
(24)	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.
(25)	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.
(26)	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.
(27)	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.
(28)	In addition to items in Note 1 above, includes $19,697 attributed to reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.
(29)	In addition to items in Note 1 above, includes accrued vacation at time of termination and severance payments pursuant to Mr. Vogel’s separation agreement (see “Employment Arrangements”).
(30)	In addition to items in Note 1 above, includes $51,223 attributed to reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.

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		Number of																Potential Realizable Value at
		Securities				% of Total												Assumed Annual Rate of
		Underlying				Options												Stock Price Appreciation for
		Options				Granted to				Exercise								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								Value of Unexercised
		Shares								Unexercised Options at								In-the-Money Options at
		Acquired on				Value				December 31, 2005(#)(1)								December 31, 2005($)(2)
		Exercise				Realized
Name		(#)				($)				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(4)			—				—				143,125				193,075				—				—
Wayne H. Davis(5)			—				—				176,250				379,550				—				—
Sue Ann R. Hamilton			—				—				122,500				312,500				—				—

(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.

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	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.
(4)	Mr. Martin’s employment terminated on April 3, 2006. Under the terms of his January 9, 2006 retention agreement, his options continue to vest until September 2, 2007 and all vested options are exercisable until sixty (60) days thereafter.
(5)	Mr. Davis’ employment terminated on March 23, 2006. Under the terms of his separation agreement, his options continue to vest until September 30, 2007 and all vested options are exercisable until sixty (60) days thereafter.

										Estimated Future Payouts Under
										Non-Stock Price-Based Plans
		Number of
		Shares, Units or				Performance or Other Period				Threshold				Target				Maximum
Name		Other Rights(#)				Until Maturation or Payout				(#)				(#)				(#)
Neil Smit			—				n/a				—				—				—
Robert P. May			—				n/a				—				—				—
Carl E. Vogel			—				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

Exercise

Option Term

Options

of Exchange

at Time of

Price

Remaining at

Name

Date

Exchanged

($)

Exchange ($)

($)

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 E. Martin

2/25/04

15,000

4.37

23.09

(2

)

7 years 0 months

Former Senior Vice President,

50,000

4.37

11.99

7 years 7 months

Principal Accounting Officer

40,000

4.37

15.03

6 years 3 months

and Corporate Controller

Wayne H. Davis

2/25/04

40,000

4.37

23.09

(3

)

7 years 0 months

Former Executive Vice

40,000

4.37

12.27

7 years 11 months

President and Chief

Technical Officer

	(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 Charter’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

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		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 Charter’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 Charter’s common stock was $4.37.

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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 CCH II or Charter;
	•	the current chief executive officer and individuals named in the Summary Compensation Table;
	•	all persons currently serving as directors and officers of CCH II 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 April 30, 2006.

	•	each holder of Charter’s 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 Charter’s Class B common stock held by such holder and its affiliates and (ii) ten votes per share of Charter’s Class B Common Stock for which membership units in Charter Holdco held by such holder and its affiliates are exchangeable.

Class A

Shares

Unvested

Receivable

Number of

Restricted

on Exercise

Class B

Class A

Class A

of Vested

Shares

% of Class A

Shares

Shares

Options or

Number of

Issuable upon

Shares

% of

(Voting and

(Voting

Other

Class B

Exchange or

(Voting and

Voting

Name and Address of

Investment

Power

Convertible

Shares

Conversion of

Investment

Power

Beneficial Owner

Power)(1)

Only)(2)

Securities(3)

Owned

Units(4)

Power)(4)(5)

(5)(6)

Paul G. Allen(7)

29,126,463

39,063

10,000

50,000

364,955,344

49.05

%

89.99

%

Charter Investment, Inc.(8)

248,642,171

36.18

%

*

Vulcan Cable III Inc.(9)

116,313,173

20.96

%

*

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

*

*

Rajive Johri

18,137

*

*

David C. Merritt

25,705

39,063

*

*

Jo Allen Patton

51,300

14,744

*

*

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

32,500

200,000

169,500

*

*

Sue Ann Hamilton

219,300

*

*

All current directors and executive officers as a group (19 persons)

29,880,175

3,548,266

608,725

50,000

364,955,344

49.62

%

90.09

%

Carl E. Vogel(10)

158,126

*

*

Wayne H. Davis(11)

1,642

1,333

302,700

*

*

Paul E. Martin(12)

9,659

2,869

214,675

*

*

Steelhead Partners(13)

37,621,030

8.58

%

*

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Class A

Shares

Unvested

Receivable

Number of

Restricted

on Exercise

Class B

Class A

Class A

of Vested

Shares

% of Class A

Shares

Shares

Options or

Number of

Issuable upon

Shares

% of

(Voting and

(Voting

Other

Class B

Exchange or

(Voting and

Voting

Name and Address of

Investment

Power

Convertible

Shares

Conversion of

Investment

Power

Beneficial Owner

Power)(1)

Only)(2)

Securities(3)

Owned

Units(4)

Power)(4)(5)

(5)(6)

J-K Navigator Fund, L.P.(13)

22,067,209

5.03

%

*

James Michael Johnston(13)

30,284,630

6.91

%

*

Brian Katz Klein(13)

30,284,630

6.91

%

*

FMR Corp.(14)

52,487,788

11.97

%

1.37

%

Fidelity Management & Research Company(14)

14,961,471

31,231,402

9.83

%

1.20

%

Edward C. Johnson 3d(14)

52,487,788

11.97

%

1.37

%

Kingdon Capital Management, LLC(15)

24,236,312

5.53

%

*

Wellington Management Company, LLP(16)

21,985,377

5.01

%

*

* Less than 1%

	(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 Charter’s Class A common stock issuable (a) upon exercise of options that have vested or will vest on or before June 30, 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 April 30, 2006 of Charter’s 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 Charter’s Class A common stock because such holdings are either convertible into Charter’s Class A shares (in the case of Charter’s Class B shares and convertible senior notes) or exchangeable (directly or indirectly) for Charter’s 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 April 30, 2006 for 25,823,313 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:

	•	438,472,605 shares of Charter’s Class A common stock are issued and outstanding as of April 30, 2006;
	•	50,000 shares of Charter’s Class B common stock held by Mr. Allen have been converted into shares of Charter’s Class A common stock;
	•	the acquisition by such person of all shares of Charter’s 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;

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	•	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 June 30, 2006; and
	•	that none of the other listed persons or entities has received any shares of Charter’s 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 Charter’s Class A common stock with respect to options vested under the 1999 Charter Communications Option Plan. When vested, these options 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. A person is also deemed to have the right to acquire shares of Charter’s 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 Charter’s Class B common stock held by Mr. Allen have not been converted into shares of Charter’s Class A common stock; that the membership units of Charter Holdco owned by each of Vulcan Cable III Inc. and CII have not been exchanged for shares of Charter’s Class A common stock).

(7)	The total listed includes:

	•	248,642,171 membership units in Charter Holdco held by CII; and
	•	116,313,173 membership units in Charter Holdco held by Vulcan Cable III Inc. The listed total includes 25,823,313 shares of Charter’s Class A common stock issuable as of April 30, 2006 upon exchange of units of Charter Holdco, which are issuable to CII (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 248,642,171 membership units in Charter Holdco, which are exchangeable for shares of Charter’s Class B common stock on a one-for-one basis, which are convertible to shares of Charter’s 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 Charter’s Class B common stock on a one-for-one basis, which are convertible to shares of Charter’s 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)	Mr. Davis terminated his employment effective March 23, 2006. His stock options and restricted stock shown in this table continue to vest until September 30, 2007, and his options will be exercisable for another 60 days thereafter.
(12)	Mr. Martin terminated his employment effective April 3, 2006. His stock options and restricted stock shown in this table continue to vest until September 2, 2007, and his options will be exercisable for another 60 days thereafter.
(13)	The equity ownership reported in this table is based upon the holder’s Form 13F filed with the SEC February 10, 2006. 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 February 14, 2006. The address of the person is: 82 Devonshire Street, Boston,

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	Massachusetts 02109. Fidelity Management & Research Company is a wholly-owned subsidiary of FMR Corp. and is the beneficial owner of 46,192,873 shares as a result of acting as investment adviser to various investment companies and includes: 31,231,402 shares resulting from the assumed conversion of 5.875% senior notes. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp. and is a beneficial owner of 3,066,115 shares as a result of acting as investment adviser to various investment companies and includes: 3,066,115 shares resulting from the assumed conversion of 5.875% senior notes. Fidelity International Limited (“FIL”), provides investment advisory and management services to non-U.S. investment companies and certain institutional investors and is a beneficial owner of 3,228,800 shares. FIL is a separate and independent corporate entity from FMR Corp. Edward C. Johnson 3d, Chairman of FMR Corp. and FIL own shares of FIL voting stock with the right to cast approximately 38% of the total votes of FIL voting stock. Edward C. Johnson 3d, chairman of FMR Corp., and FMR Corp. each has sole power to dispose of 52,487,788 shares.
(15)	The equity ownership in this table is based upon the holder’s Schedule 13G filed with the SEC on January 25, 2006. The address of the reporting person is: 152 West 57th Street, 50th Floor, New York, NY 10019.
(16)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC February 14, 2006. The address of the reporting person is: 75 State Street, Boston, MA 02109. Wellington Management Company, LLC, in its capacity as investment adviser, may be deemed to beneficially own 21,985,377 shares of the Issuer which are held of record by clients of Wellington Management Company, LLC.

						Weighted
						Average Exercise
		Number of Securities				Price of				Number of Securities
		to be Issued Upon				Outstanding				Remaining Available
		Exercise of				Options,				for Future Issuance
		Outstanding Options,				Warrants and				Under Equity
Plan Category		Warrants and Rights				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 Charter’s 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 CII 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 Holdings paid Charter approximately $84 million, $90 million, $128 million and $33 million for management services rendered in 2003, 2004 and 2005 and the three months ended March 31, 2006, respectively.
Mutual Services Agreement		Paul G. Allen		Charter paid Charter Holdco approximately $73 million, $74 million, $89 million and $27 million for services rendered in 2003, 2004 and 2005 and the three months ended March 31, 2006, respectively.
Previous Management
Agreement		Paul G. Allen		No fees were paid in 2003, 2004, 2005 or 2006, although total management fees accrued and payable to CII, exclusive of interest, were approximately $14 million at December 31, 2003, 2004, 2005 and March 31, 2006.

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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 Charter and CC VIII, 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, $1 million and $0.3 million from TechTV under the affiliation agreement in 2003, 2004, 2005 and the three months ended March 31, 2006, respectively, related to launch incentives as a reduction of programming expense.
Oxygen Media Corporation
Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid Oxygen Media approximately $9 million, $13 million, $9 million and $2 million under a carriage agreement in exchange for programming in 2003, 2004, 2005 and the three months ended March 31, 2006, respectively. We recorded approximately $1 million, $1 million, $0.1 million and $0 in 2003, 2004, 2005 and the three months ended March 31, 2006, 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, $2 million and $0 as a reduction of programming expense in 2003, 2004, 2005 and the three months ended March 31, 2006, 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, $116,500 and $57,700 for rights to carry the cable broadcast of certain Trail Blazers basketball games in 2003, 2004, 2005 and the three months ended March 31, 2006, respectively.

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Transaction		Interested Related Party		Description of Transaction
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, $3 million and $1 million for customized development of the i-channels and the local content tool kit in 2003, 2004, 2005 and for the three months ended March 31, 2006, 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, $1 million and $1 million in license and maintenance fees in 2004, 2005 and for the three months ended March 31, 2006 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, $10 million and $3 million in capital purchases in 2004, 2005 and for the three months ended March 31, 2006 respectively.
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, 2004 and 2005 and for the three months ended March 31, 2006, Charter paid Old Viacom approximately $188 million, $194 million, $201 million and $54 million respectively, for programming, and Charter recorded as receivables approximately $5 million, $8 million, $15 million and $7 million from Old Viacom for launch incentives and marketing support for the years ended December 31, 2003, 2004 and 2005 and for the three months ended March 31, 2006, respectively.
Payment for relative’s 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, $67,600 and $30,700 in 2003, 2004 and 2005 and for the three months ended March 31, 2006, 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, $0 and $0 in 2003, 2004 and 2005 and for the three months ended March 31, 2006, respectively, by providing management services to the Enstar Limited Partnerships.

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Transaction		Interested Related Party		Description of Transaction
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, $16,200 and $200 for costs incurred in connection with litigation matters in 2003, 2004 and 2005 and for the three months ended March 31, 2006, respectively.

	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.

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	Allocation of Business Opportunities with Mr. Allen

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	TechTV, Inc.

	Oxygen Media Corporation

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	Portland Trail Blazers

	Digeo, Inc.

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	Viacom Networks

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	Payments for Relative’s Services

	Radio Advertising

	Enstar Management Fees

	Indemnification Advances

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																					Start Date for
			March 31, 2006								December 31, 2005										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		$	77			$	78			$	114			$	115			4/15 & 10/15			10/15/03				4/15/08
Charter Operating:
	Credit facilities			5,386				5,386				5,731				5,731
	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			770				770				733				733			4/30 & 10/30							4/30/14
CCO Holdings:
	8.750% senior notes due 2013			800				795				800				794			5/15 & 11/15							11/15/13
																			3/15, 6/15,
	Senior floating rate notes due 2010			550				550				550				550			9/15 & 12/15							12/15/10
CCH II:
	10.250% senior notes due 2010			2,051				2,041				1,601				1,601			3/15 & 9/15							9/15/10
			$	10,734			$	10,720			$	10,629			$	10,624

(a)		The accreted values presented above generally represent 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 all of the notes set forth in the above table 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.

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	Charter Operating Credit Facilities — General

	•	a term facility with a total principal amount of $5.0 billion, which shall be repayable in 23 equal quarterly installments aggregating in each loan year to 1% of the original amount of the term facility, with the remaining balance due at final maturity in 2013;
	•	a revolving credit facility, in a total amount of $1.5 billion, with a maturity date in 2010; and
	•	a revolving credit facility (the “R/T Facility”), in a total amount of $350.0 million, that converts to term loans in April 2007, repayable on the same terms as the term facility described above.

	Charter Operating Credit Facilities — Restrictive Covenants

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	(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,
	(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, Charter Operating or Charter Operating’s subsidiaries having indebtedness in excess of $500 million aggregate principal amount (other than under the Charter Operating credit facilities) 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.

	Original Notes

	Previously Issued 10.250% Senior Notes Due 2010

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	Additional Terms of the CCH II Senior 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,
	•	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.

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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 CCH II or its restricted subsidiaries,
	•	regardless of the existence of any default, to pay interest when due on Charter Holdings notes, CIH notes and CCH I notes,
	•	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, CIH notes, CCH I notes, Charter convertible notes, and other direct or indirect parent company 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,
	•	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.

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	CCO Holdings, LLC Notes

	83/4% Senior Notes due 2013

	Senior Floating Rate Notes Due 2010

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

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	•	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;
	•	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 the Charter convertible notes, Charter Holdings notes, CIH notes, CCH I notes and the CCH II notes;
	•	to purchase, redeem or refinance Charter Holdings notes, CIH notes, CCH I 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

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	•	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,
	•	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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	Charter Communications Operating, LLC Notes

	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding senior notes of CCO Holdings (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding CCH II notes, the outstanding CCH I notes, the outstanding CIH notes, the outstanding Charter Holdings notes and the outstanding Charter convertible senior notes (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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	•	up to $6.8 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.

	•	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 convertible notes, the Charter Holdings notes, the CIH notes, the CCH I notes, the CCH II notes and the CCO Holdings notes;
	•	to purchase, redeem or refinance the Charter Holdings notes, the CIH notes, the CCH I notes, the CCH II notes, the CCO Holdings notes, the Charter convertible 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.

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	•	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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	•	all of the capital stock of all of Charter Operating’s direct subsidiaries, including, but not limited to, CCO NR Holdings, LLC; and
	•	all intercompany obligations owing to Charter Operating including, but not limited to, intercompany notes from CC VI Operating, CC VIII Operating and Falcon, which notes are supported by the same guarantees and collateral that supported these subsidiaries’ credit facilities prior to the amendment and restatement of the Charter Operating credit facilities.

	•	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.

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	Renaissance Media Notes

	•	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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			March 31, 2006								December 31, 2005												Start date for
																							cash interest
			Principal				Accreted				Principal				Accreted				Interest 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)		$	20			$	20			$	20			$	20				12/1 & 6/1								6/1/06
	5.875% convertible senior notes due 2009(c)			863				846				863				834				5/16 & 11/16								11/16/09
Charter Holdings:
	8.250% senior notes due 2007			105				105				105				105				4/1 & 10/1								4/1/07
	8.625% senior notes due 2009			292				292				292				292				4/1 & 10/1								4/1/09
	9.920% senior discount notes due 2011			198				198				198				198				4/1 & 10/1				10/1/04				4/1/11
	10.000% senior notes due 2009			154				154				154				154				4/1 & 10/1								4/1/09
	10.250% senior notes due 2010			49				49				49				49				1/15 & 7/15								1/15/10
	11.750% senior discount notes due 2010			43				43				43				43				1/15 & 7/15				7/15/05				1/15/10
	10.750% senior notes due 2009			131				131				131				131				4/1 & 10/1								10/1/09
	11.125% senior notes due 2011			217				217				217				217				1/15 & 7/15								1/15/11
	13.500% senior discount notes due 2011			94				94				94				94				1/15 & 7/15				7/15/06				1/15/11
	9.625% senior notes due 2009			107				107				107				107				5/15 & 11/15								11/15/09

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			March 31, 2006								December 31, 2005												Start date for
																							cash interest
			Principal				Accreted				Principal				Accreted				Interest payment				payment on				Maturity
			Amount				value(a)				Amount				value(a)				dates				discount notes				date(b)
	10.000% senior notes due 2011			137				136				137				136				5/15 & 11/15								5/15/11
	11.750% senior discount notes due 2011			125				123				125				120				5/15 & 11/15				11/15/06				5/15/11
	12.125% senior discount notes due 2012			113				103				113				100				1/15 & 7/15				7/15/07				1/15/12
CIH(a):
	11.125% senior notes due 2014			151				151				151				151				1/15 & 7/15								1/15/14
	9.920% senior discount notes due 2014			471				471				471				471				4/1 & 10/1								4/1/14
	10.000% senior notes due 2014			299				299				299				299				5/15 & 11/15								5/15/14
	11.750% senior discount notes due 2014			815				804				815				781				5/15 & 11/15				11/15/06				5/15/14
	13.500% senior discount notes due 2014			581				581				581				578				1/15 & 7/15				7/15/06				1/15/14
	12.125% senior discount notes due 2015			217				198				217				192				1/15 & 7/15				7/15/07				1/15/15
CCH I(a):
	11.00% senior notes due 2015			3,525				3,680				3,525				3,683				4/1 & 10/1								10/1/15
			$	8,707			$	8,802			$	8,707			$	8,755	(d)

(a)		The accreted values presented above generally represent 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 issued in exchange for Charter Holdings notes and the CCH I notes issued in exchange for the 8.625% Charter Holdings notes due 2009 are recorded at the historical book values of the Charter Holdings notes for financial reporting purposes 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 March 31, 2006, the accreted value of our parent companies’ debt for legal purposes and notes and indentures purposes is $8.3 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 5.875% convertible senior notes due 2009, the 8.25% Charter Holdings notes due 2007, the 10.000% Charter Holdings notes due 2009, the 10.75% Charter Holdings notes due 2009 and the 9.625% Charter Holdings notes due 2009) 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. 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 4.75% convertible senior notes and the 5.875% convertible senior notes are convertible at the option of the holders into shares of Charter’s Class A common stock at a conversion rate, subject to

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		certain adjustments, of 38.0952 and 413.2231 shares, respectively, per $1,000 principal amount of notes, which is equivalent to a price of $26.25 and $2.42 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.
(d)		Not included within total long-term debt is the $51 million CCHC note, which is included in note payable-related party on Charter’s consolidated balance sheets.

	Charter Communications, Inc. Notes

	4.75% Convertible Senior Notes Due 2006

	Charter 5.875% Convertible Senior Notes due 2009

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	CCHC, LLC Note

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	Charter Communications Holdings, LLC Notes

	March 1999 Charter Holdings Notes

	January 2000 Charter Holdings Notes

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	January 2001 Charter Holdings Notes

	May 2001 Charter Holdings Notes

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	January 2002 Charter Holdings Notes

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

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	•	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, Charter Holdings can incur $1.00 of new debt under the Charter Holdings leverage ratio test which requires 8.75 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 in a total amount of up to 100% of Charter Holdings’ consolidated 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.

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	•	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 I Holdings, LLC Notes

Note Series		Redemption Dates				Percentage of Principal
11.125%			September 30, 2007 - January 14, 2008				103.708	%
			January 15, 2008 - January 14, 2009				101.854	%
			Thereafter				100.0%
9.92%			September 30, 2007 - Thereafter				100.0%
10.0%			September 30, 2007 - May 14, 2008				103.333	%
			May 15, 2008 - May 14, 2009				101.667	%
			Thereafter				100.0%
11.75%			September 30, 2007 - May 14, 2008				103.917	%
			May 15, 2008 - May 14, 2009				101.958	%
			Thereafter				100.0%
13.5%			September 30, 2007 - January 14, 2008				104.5%
			January 15, 2008 - January 14, 2009				102.25%
			Thereafter				100.0%
12.125%			September 30, 2007 - January 14, 2008				106.063	%
			January 15, 2008 - January 14, 2009				104.042	%
			January 15, 2009 - January 14, 2010				102.021	%
			Thereafter				100.0%

	•	The debt incurrence covenant permits up to $9.75 billion (rather than $3.5 billion) of debt under credit facilities (less the amount of net proceeds of asset sales applied to repay such debt as required by the asset sale covenant).
	•	CIH 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 CIH Leverage Ratio would be below 8.75 to 1.0 and if no default exists or would exist as a consequence of such transaction. If those conditions are met, restricted payments are permitted in a total amount of up to the sum of (1) the greater of (a) $500 million or (b) 100% of CIH’s consolidated EBITDA, as defined, minus 1.2 times its consolidated interest expense each for the period from September 28, 2005 to the end of CIH’s most recently ended full fiscal quarter for which internal financial statements are available, plus (2) 100% of new cash and non-cash equity proceeds received by CIH and not allocated to the debt incurrence covenant or to permitted investments, all cumulatively from September 28, 2005.

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	•	Instead of the $150 million and $50 million permitted investment baskets described above, there is a $750 million permitted investment basket.

	CCH I, LLC Notes

Year		Percentage
2010			105.5%
2011			102.75%
2012			101.375%
2013 and thereafter			100.0%

	•	up to $9.75 billion of debt under credit facilities (less the amount of net proceeds of asset sales applied to repay such debt as required by the asset sale covenant);
	•	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.

	•	CCH I and its restricted subsidiaries are permitted to pay dividends on equity interests, repurchase interests, or make other specified restricted payments only if CCH I can incur $1.00 of new debt under the leverage ratio test, which requires that CCH I meet a 7.5 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 CCH I’s consolidated EBITDA, as defined, for the period from September 28, 2005 to the end of CCH I’s most recently ended full fiscal quarter for which financial statements are available minus 1.3 times its consolidated interest expense for such period, plus 100% of new cash and appraised non-cash equity proceeds received by CCH I and not allocated to certain investments, from and after September 28, 2005, 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 CCH I or its restricted subsidiaries;
	•	to enable certain of its parents to pay interest on certain of their indebtedness;
	•	to enable certain of its parents to purchase, redeem or refinance certain indebtedness, so long as CCH I could incur $1.00 of indebtedness under the 7.5 to 1.0 leverage ratio test referred to above; 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 CCH I and its restricted subsidiaries in CCH I 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 I since September 28, 2005 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

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	•	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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	(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 original notes, or

	•	file a shelf registration statement covering resales of the original 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 original notes are no longer outstanding.

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	(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 original notes, the certificate number or numbers of such original notes and the principal amount of original 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 original 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 original 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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By Regular Mail or Overnight Courier: Wells Fargo Bank, N.A. MAC #N9303-121 Corporate Trust Operations 6th and Marquette Avenue Minneapolis, MN 55479		By Hand: Wells Fargo Bank, N.A. 608 Second Avenue South Corporate Operations, 12th floor Minneapolis, MN 55402

	•	to us, upon redemption of these notes or otherwise,
	•	so long as the original 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

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		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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	•	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;
	•	structured to be effectively senior to the outstanding senior notes and senior discount notes of CCH I, CIH and Charter Holdings and the outstanding convertible senior notes of Charter Communications, Inc.;
	•	senior in right of payment to any future subordinated Indebtedness of the Issuers; and
	•	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 CCO Holdings.

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Year		Percentage
2008			105.125%
2009 and thereafter			100.000%

	Change of Control

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	Asset Sales

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

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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

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	(1) no Default or Event of Default under the Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(2) CCH II 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 II and its Restricted Subsidiaries from and after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (10) of the next succeeding paragraph), shall not exceed, at the date of determination, the sum of:

	(a) an amount equal to 100% of the Consolidated EBITDA of CCH II for the period beginning on the first day of the fiscal quarter commencing July 1, 2003 to the end of CCH II’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 II 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.

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	(a) no Default or Event of Default under the Indenture shall have occurred and be continuing or would occur as a consequence thereof; and

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(b) CCH II 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.”

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	(a) if CCH II 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 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 CCH II or a Restricted Subsidiary of CCH II and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either CCH II or a Restricted Subsidiary of CCH II, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (6);

	(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 II; 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 II, and

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(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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	(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 limited liability company or a Person other than a corporation, a corporate co-issuer shall also be an obligor with respect to the Notes;

	(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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	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CCH II or any such Restricted Subsidiary in excess of $15 million, a resolution of the Board of Directors of CCH II 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 II 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.

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	(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

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	(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

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	such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more;

	(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

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

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	(a) the Issuers 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 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;

	(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); 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;

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	(a) have become due and payable or
	(b) will become due and payable on the maturity 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) to cure any ambiguity, defect or inconsistency;
	(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
	(3) to provide for or confirm the issuance of Additional Notes;
	(4) to provide for the assumption of the Issuers’ obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets;
	(5) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder; or
	(6) to comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or otherwise as necessary to comply with applicable law.

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

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	(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;

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	(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;

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	(a) such Person becomes a Restricted Subsidiary of CCH II; 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 II or a Restricted Subsidiary of CCH II;

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

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	(a) such mortgage or lien does not extend to or cover any of the assets of CCH II or any of its Restricted Subsidiaries, 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;

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	(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).

	(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;

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	(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

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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 original note exchanged therefor,

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	(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
	(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

	Original Issue Discount

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

	Market Discount

	Acquisition Premium

	Information Reporting and Backup Withholding

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	Exchange Offer

	Payments of Interest and OID

	(1) the interest and OID 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 CCH II Capital Corp entitled to vote nor 10 percent or more of the capital or profits interests of CCH II, 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 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.

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	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.

	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, 2005 and 2004			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003			F-4
Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2005, 2004 and 2003			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003			F-6
Notes to Consolidated Financial Statements			F-7
Unaudited Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005			F-48
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005			F-49
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005			F-50
Notes to Condensed Consolidated Financial Statements			F-51

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	/s/ KPMG LLP

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						December 31,
						2005				2004
						(dollars in millions)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents					$	3			$	546
	Accounts receivable, less allowance for doubtful accounts of $17 and $15, respectively						212				175
	Prepaid expenses and other current assets						22				20
			Total current assets				237				741
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $6,712 and $5,142, respectively						5,800				6,110
	Franchises, net						9,826				9,878
				Total investment in cable properties, net			15,626				15,988
OTHER NONCURRENT ASSETS							238				250
				Total assets		$	16,101			$	16,979
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses					$	923			$	949
	Payables to related party						102				30
				Total current liabilities			1,025				979
LONG-TERM DEBT							10,624				9,895
LOANS PAYABLE — RELATED PARTY							22				29
DEFERRED MANAGEMENT FEES — RELATED PARTY							14				14
OTHER LONG-TERM LIABILITIES							392				493
MINORITY INTEREST							622				656
MEMBER’S EQUITY:
	Member’s equity						3,400				4,928
	Accumulated other comprehensive income (loss)						2				(15	)
		Total member’s equity					3,402				4,913
		Total liabilities and member’s equity				$	16,101			$	16,979

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				Year Ended December 31,
				2005				2004				2003
				(dollars in millions)
REVENUES				$	5,254			$	4,977			$	4,819
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,293				2,080				1,952
	Selling, general and administrative				1,034				971				940
	Depreciation and amortization				1,499				1,495				1,453
	Impairment of franchises				—				2,433				—
	Asset impairment charges				39				—				—
	(Gain) loss on sale of assets, net				6				(86	)			5
	Option compensation expense, net				14				31				4
	Hurricane asset retirement loss				19				—				—
	Special charges, net				7				104				21
	Unfavorable contracts and other settlements				—				(5	)			(72	)
					4,911				7,023				4,303
		Income (loss) from operations			343				(2,046	)			516
OTHER INCOME AND EXPENSES:
	Interest expense, net				(858	)			(726	)			(545	)
	Gain on derivative instruments and hedging activities, net				50				69				65
	Loss on extinguishment of debt				(6	)			(21	)			—
	Other, net				22				3				(9	)
					(792	)			(675	)			(489	)
		Income (loss) before minority interest, income taxes and cumulative effect of accounting change			(449	)			(2,721	)			27
MINORITY INTEREST					33				20				(29	)
		Loss before income taxes and cumulative effect of accounting change			(416	)			(2,701	)			(2	)
INCOME TAX BENEFIT (EXPENSE)					(9	)			35				(13	)
		Loss before cumulative effect of accounting change			(425	)			(2,666	)			(15	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				(840	)			—
		Net loss		$	(425	)		$	(3,506	)		$	(15	)

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							Accumulated
							Other				Total
			Member’s				Comprehensive				Member’s
			Equity				Income (Loss)				Equity
			(dollars in millions)
BALANCE, December 31, 2002			$	11,145			$	(105	)		$	11,040
	Capital contributions			10				—				10
	Distributions to parent company			(2,133	)			—				(2,133	)
	Changes in fair value of interest rate agreements			—				48				48
	Other, net			1				—				1
	Net loss			(15	)			—				(15	)
BALANCE, December 31, 2003				9,008				(57	)			8,951
	Distributions to parent company			(578	)			—				(578	)
	Changes in fair value of interest rate agreements			—				42				42
	Other, net			4				—				4
	Net loss			(3,506	)			—				(3,506	)
BALANCE, December 31, 2004				4,928				(15	)			4,913
	Distributions to parent company			(1,103	)			—				(1,103	)
	Changes in fair value of interest rate agreements and other			—				17				17
	Net loss			(425	)			—				(425	)
BALANCE, December 31, 2005			$	3,400			$	2			$	3,402

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					Year Ended December 31,
					2005				2004				2003
									(dollars in millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(425	)		$	(3,506	)		$	(15	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(33	)			(20	)			29
		Depreciation and amortization				1,499				1,495				1,453
		Impairment of franchises				—				2,433				—
		Asset impairment charges				39				—				—
		(Gain) loss on sale of assets, net				6				(86	)			5
		Option compensation expense, net				14				27				4
		Hurricane asset retirement loss				19				—				—
		Special charges, net				—				85				—
		Unfavorable contracts and other settlements				—				(5	)			(72	)
		Noncash interest expense				31				27				38
		Gain on derivative instruments and hedging activities, net				(50	)			(69	)			(65	)
		Loss on extinguishment of debt				—				18				—
		Deferred income taxes				3				(42	)			13
		Cumulative effect of accounting change, net of tax				—				840				—
		Other, net				(22	)			(5	)			—
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				(41	)			(4	)			69
		Prepaid expenses and other assets				(7	)			(4	)			12
		Accounts payable, accrued expenses and other				(66	)			(103	)			(103	)
		Receivables from and payables to related party, including deferred management fees				(83	)			(72	)			(47	)
			Net cash flows from operating activities			884				1,009				1,321
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(1,088	)			(893	)			(804	)
	Change in accrued expenses related to capital expenditures					13				(33	)			(41	)
	Proceeds from sale of assets					44				744				91
	Purchases of investments					(1	)			(6	)			—
	Proceeds from investments					16				—				—
	Other, net					(2	)			(3	)			(3	)
			Net cash flows from investing activities			(1,018	)			(191	)			(757	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					1,207				3,147				739
	Borrowings from related parties					140				—				—
	Repayments of long-term debt					(1,107	)			(4,860	)			(1,368	)
	Repayments to related parties					(147	)			(8	)			(96	)
	Proceeds from issuance of debt					294				2,050				530
	Payments for debt issuance costs					(11	)			(108	)			(42	)
	Redemption of preferred interest					(25	)			—				—
	Capital contributions					—				—				10
	Distributions					(760	)			(578	)			(562	)
			Net cash flows from financing activities			(409	)			(357	)			(789	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(543	)			461				(225	)
CASH AND CASH EQUIVALENTS, beginning of period						546				85				310
CASH AND CASH EQUIVALENTS, end of period					$	3			$	546			$	85
CASH PAID FOR INTEREST					$	814			$	693			$	457
NONCASH TRANSACTIONS:
	Issuance of debt by Charter Communications Operating, LLC				$	333			$	—			$	—
	Distribution of Charter Communications Holdings, LLC notes and accrued interest				$	(343	)		$	—			$	—
	Transfer of property, plant and equipment from parent company				$	139			$	—			$	—
	Issuance of debt by CCH II, LLC to retire parent company debt				$	—			$	—			$	1,572

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1.	Organization and Basis of Presentation

2.	Liquidity and Capital Resources

	Recent Financing Transactions

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	Debt Covenants

	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

3.	Summary of Significant Accounting Policies

	Cash Equivalents

	Property, Plant and Equipment

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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, fixtures and equipment		5 years

	Asset Retirement Obligations

	Franchises

	Other Noncurrent Assets

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		Carrying								Gain (loss) for the
		Value at								Years Ended
		December 31,								December 31,
		2005				2004				2005				2004				2003
Equity investments, under the cost method		$	27			$	8			$	—			$	(3	)		$	(2	)
Equity investments, under the equity method			13				24				22				6				2
		$	40			$	32			$	22			$	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,
			2005				2004				2003
Net loss			$	(425	)		$	(3,506	)		$	(15	)
Add back stock-based compensation expense related to stock options included in reported net loss				14				31				4
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards				(14	)			(33	)			(30	)
Effects of unvested options in stock option exchange (see Note 17)				—				48				—
	Pro forma		$	(425	)		$	(3,460	)		$	(41	)

	Unfavorable Contracts and Other Settlements

	Income Taxes

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	Segments

4.	Sale of Assets

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5.	Allowance for Doubtful Accounts

		Year Ended December 31,
		2005				2004				2003
Balance, beginning of year		$	15			$	17			$	19
Charged to expense			76				92				79
Uncollected balances written off, net of recoveries			(74	)			(94	)			(81	)
Balance, end of year		$	17			$	15			$	17

6.	Property, Plant and Equipment

		2005				2004
Cable distribution systems		$	7,035			$	6,555
Customer equipment and installations			3,934				3,497
Vehicles and equipment			462				419
Buildings and leasehold improvements			525				518
Furniture, fixtures and equipment			556				263
			12,512				11,252
Less: accumulated depreciation			(6,712	)			(5,142	)
		$	5,800			$	6,110

7.	Franchises and Goodwill

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			December 31,
			2005												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		$	9,806			$	—			$	9,806			$	9,845			$	—			$	9,845
	Goodwill			52				—				52				52				—				52
			$	9,858			$	—			$	9,858			$	9,897			$	—			$	9,897
Finite-lived intangible assets:
	Franchises with finite lives		$	27			$	7			$	20			$	37			$	4			$	33

8.	Accounts Payable and Accrued Expenses

			2005				2004
Accounts payable — trade			$	100			$	138
Accrued capital expenditures				73				60
Accrued expenses:
	Interest			166				149
	Programming costs			272				278
	Franchise related fees			67				67
	Compensation			60				47
	Other			185				210
			$	923			$	949

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9.	Long-Term Debt

			2005								2004
			Principal				Accreted				Principal				Accreted
			Amount				Value				Amount				Value
Long-Term Debt
CCH II:
	10.250% senior notes due 2010		$	1,601			$	1,601			$	1,601			$	1,601
CCO Holdings:
	83/4 % senior notes due 2013			800				794				500				500
	Senior floating notes due 2010			550				550				550				550
Charter Operating:
	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				5,731				5,731				5,515				5,515
			$	10,629			$	10,624			$	9,893			$	9,895

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	Loss on Extinguishment of Debt

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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 CCO Holdings notes (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding CCH II

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		notes, the outstanding CCH I notes, the outstanding CIH notes, the outstanding Charter Holdings notes and the outstanding Charter convertible senior notes (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.

	•	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;

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	•	engage in certain transactions with affiliates; and
	•	grant liens.

	Charter Operating Credit Facilities

	•	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

	•	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

	•	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 our 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,

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	•	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.

	CCO Holdings Bridge Loan

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Year		Amount
2006		$	30
2007			280
2008			744
2009			779
2010			3,363
Thereafter			5,433
		$	10,629

10.	Minority Interest

11.	Comprehensive Income (Loss)

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12.	Accounting for Derivative Instruments and Hedging Activities

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13.	Fair Value of Financial Instruments

			2005								2004
			Carrying				Fair				Carrying				Fair
			Value				Value				Value				Value
Debt
	CCH II debt		$	1,601			$	1,592			$	1,601			$	1,698
	CCO Holdings debt			1,344				1,299				1,050				1,064
	Charter Operating debt			1,833				1,821				1,500				1,563
	Credit facilities			5,731				5,719				5,515				5,502
	Other			115				114				229				236
Interest Rate Agreements
	Assets (Liabilities)
	Swaps			(4	)			(4	)			(69	)			(69	)
	Collars			—				—				(1	)			(1	)

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14.	Revenues

		Year Ended December 31,
		2005				2004				2003
Video		$	3,401			$	3,373			$	3,461
High-speed Internet			908				741				556
Telephone			36				18				14
Advertising sales			294				289				263
Commercial			279				238				204
Other			336				318				321
		$	5,254			$	4,977			$	4,819

15.	Operating Expenses

		Year Ended December 31,
		2005				2004				2003
Programming		$	1,417			$	1,319			$	1,249
Service			775				663				615
Advertising sales			101				98				88
		$	2,293			$	2,080			$	1,952

16.	Selling, General and Administrative Expenses

		Year Ended December 31,
		2005				2004				2003
General and administrative		$	889			$	849			$	833
Marketing			145				122				107
		$	1,034			$	971			$	940

17.	Stock Compensation Plans

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		2005								2004								2003
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Options outstanding, beginning of period			24,835			$	6.57				47,882			$	12.48				53,632			$	14.22
Granted			10,810				1.36				9,405				4.88				7,983				3.53
Exercised			(17	)			1.11				(839	)			2.02				(165	)			3.96
Cancelled			(6,501	)			7.40				(31,613	)			15.16				(13,568	)			14.10
Options outstanding, end of period			29,127			$	4.47				24,835			$	6.57				47,882			$	12.48
Weighted average remaining contractual life			8 years								8 years								8 years
Options exercisable, end of period			9,999			$	7.80				7,731			$	10.77				22,861			$	16.36
Weighted average fair value of options granted		$	0.65							$	3.71							$	2.71

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		Options Outstanding												Options Exercisable
						Weighted-												Weighted-
						Average				Weighted-								Average				Weighted-
						Remaining				Average								Remaining				Average
Range of		Number				Contractual				Exercise				Number				Contractual				Exercise
Exercise Prices		Outstanding				Life				Price				Exercisable				Life				Price
		(In thousands)												(In thousands)
$ 1.11 — $ 1.60			12,565				9 years			$	1.39				1,297				9 years			$	1.49
$ 2.85 — $ 4.56			5,906				7 years				3.40				3,028				7 years				3.33
$ 5.06 — $ 5.17			6,970				8 years				5.15				2,187				8 years				5.13
$ 9.13 — $13.68			1,712				6 years				10.96				1,513				6 years				11.10
$13.96 — $23.09			1,974				4 years				19.24				1,974				4 years				19.24

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18.	Hurricane Asset Retirement Loss

19.	Special Charges

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															Total
															Special
			Severance/Leases				Litigation				Other				Charge
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
Special Charges				6			$	1			$	—			$	7
Payments				(8	)
	Balance at December 31, 2005		$	4

20.	Income Taxes

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			December 31,
			2005				2004				2003
Current expense:
	Federal income taxes		$	(2	)		$	(2	)		$	(1	)
	State income taxes			(4	)			(4	)			(1	)
Current income tax expense				(6	)			(6	)			(2	)
Deferred benefit (expense):
	Federal income taxes			(3	)			50				(10	)
	State income taxes			—				7				(1	)
Deferred income tax benefit (expense)				(3	)			57				(11	)
Total income benefit (expense)			$	(9	)		$	51			$	(13	)

		December 31,
		2005				2004				2003
Statutory federal income taxes		$	146			$	945			$	1
State income taxes, net of federal benefit			21				135				—
Losses allocated to limited liability companies not subject to income taxes			(196	)			(1,009	)			12
Valuation allowance used (provided)			20				(20	)			(26	)
Income tax benefit (expense)			(9	)			51				(13	)
Less: cumulative effect of accounting change			—				(16	)			—
Income tax benefit (expense)		$	(9	)		$	35			$	(13	)

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			December 31,
			2005				2004
Deferred tax assets:
	Net operating loss carryforward		$	80			$	95
	Other			6				8
Total gross deferred tax assets				86				103
Less: valuation allowance				(51	)			(71	)
Net deferred tax assets			$	35			$	32
Deferred tax liabilities:
	Property, plant & equipment		$	(41	)		$	(39	)
	Franchises			(207	)			(201	)
Gross deferred tax liabilities				(248	)			(240	)
Net deferred tax liabilities			$	(213	)		$	(208	)

21.	Related Party Transactions

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22.	Commitments and Contingencies

	Commitments

			Total				2006				2007				2008				2009				2010				Thereafter
Contractual Obligations
Operating and Capital Lease Obligations(1)			$	94			$	20			$	15			$	12			$	10			$	13			$	24
Programming Minimum Commitments(2)				1,253				342				372				306				233				—				—
Other(3)				301				146				49				21				21				21				43
	Total		$	1,648			$	508			$	436			$	339			$	264			$	34			$	67

(1)	The Company leases certain facilities and equipment under noncancelable operating leases. Leases and rental costs charged to expense for the years ended December 31, 2005, 2004 and 2003, were $23 million, $23 million and $30 million, respectively.
(2)	The Company pays programming fees under multi-year contracts ranging from three to ten 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 $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2005, 2004 and 2003, 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.

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(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 cancelable 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, 2005, 2004 and 2003, was $46 million, $43 million and $40 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 $170 million, $164 million and $162 million for the years ended December 31, 2005, 2003 and 2002, respectively.
	•	The Company also has $165 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.

	Litigation

	Securities Class Actions and Derivative Suits

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	Regulation in the Cable Industry

23.	Employee Benefit Plan

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24.	Recently Issued Accounting Standards

25.	Parent Company Only Financial Statements

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		December 31,
		2005				2004
ASSETS
Investment in subsidiaries		$	5,044			$	6,553
Other assets			13				15
Total assets		$	5,057			$	6,568
LIABILITIES AND MEMBER’S EQUITY
Current liabilities		$	54			$	54
Long-term debt			1,601				1,601
Member’s equity			3,402				4,913
Total liabilities and member’s equity		$	5,057			$	6,568

		Year Ended December 31,
		2005				2004				2003
Interest expense		$	(167	)		$	(166	)		$	(45	)
Equity in income (losses) of subsidiaries			(258	)			(3,340	)			30
Other, net			—				—				—
Net loss		$	(425	)		$	(3,506	)		$	(15	)

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				Year Ended December 31,
				2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(425	)		$	(3,506	)		$	(15	)
	Noncash interest expense				2				3				—
	Equity in losses of subsidiaries				258				3,340				(30	)
	Changes in operating assets and liabilities				—				6				48
		Net cash flows from operating activities			(165	)			(157	)			3
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in subsidiaries				—				—				(10	)
	Distributions from subsidiaries				925				738				545
		Net cash flows from investing activities			925				738				535
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of debt				—				—				30
	Capital contributions				—				—				10
	Distributions to parent companies				(760	)			(578	)			(562	)
	Payments for debt issuance costs				—				(3	)			(16	)
		Net cash flows from financing activities			(760	)			(581	)			(538	)
NET CHANGE IN CASH AND CASH EQUIVALENTS					—				—				—
CASH AND CASH EQUIVALENTS, beginning of year					—				—				—
CASH AND CASH EQUIVALENTS, end of year				$	—			$	—			$	—

26.	Subsequent Events

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				March 31,				December 31,
				2006				2005
				(Unaudited)
				(dollars in millions)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	26			$	3
	Accounts receivable, less allowance for doubtful accounts of $15 and $17, respectively				148				212
	Prepaid expenses and other current assets				23				22
	Assets held for sale				754				—
		Total current assets			951				237
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $6,679 and $6,712, respectively				5,402				5,800
	Franchises, net				9,287				9,826
		Total investment in cable properties, net			14,689				15,626
OTHER NONCURRENT ASSETS					249				238
		Total assets		$	15,889			$	16,101
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	871			$	923
	Payables to related party				99				102
	Liabilities held for sale				19				—
		Total current liabilities			989				1,025
LONG-TERM DEBT					10,720				10,624
LOANS PAYABLE — RELATED PARTY					129				22
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					369				392
MINORITY INTEREST					626				622
MEMBER’S EQUITY:
	Member’s equity				3,041				3,400
	Accumulated other comprehensive income				1				2
		Total member’s equity			3,042				3,402
		Total liabilities and member’s equity		$	15,889			$	16,101

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				Three Months Ended
				March 31,
				2006				2005
				(dollars in millions)
				Unaudited
REVENUES				$	1,374			$	1,271
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				626				559
	Selling, general and administrative				281				241
	Depreciation and amortization				358				381
	Asset impairment charges				99				31
	Other operating expenses, net				3				8
					1,367				1,220
		Income from operations			7				51
OTHER INCOME AND (EXPENSES):
	Interest expense, net				(239	)			(198	)
	Other income, net				6				20
					(233	)			(178	)
	Loss before income taxes				(226	)			(127	)
INCOME TAX EXPENSE					(2	)			(6	)
		Net loss		$	(228	)		$	(133	)

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					Three Months
					Ended March 31,
					2006				2005
					(dollars in millions)
					Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(228	)		$	(133	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Depreciation and amortization				358				381
		Asset impairment charges				99				31
		Noncash interest expense				9				7
		Deferred income taxes				—				5
		Other, net				(2	)			(17	)
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				60				33
		Prepaid expenses and other assets				(2	)			(2	)
		Accounts payable, accrued expenses and other				(52	)			(113	)
		Receivables from and payables to related party, including management fees				(3	)			(5	)
			Net cash flows from operating activities			239				187
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(241	)			(211	)
	Change in accrued expenses related to capital expenditures					(7	)			16
	Proceeds from sale of assets					9				6
	Purchase of cable system					(42	)			—
	Purchases of investments					—				(1	)
	Proceeds from investments					5				—
			Net cash flows from investing activities			(276	)			(190	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					415				200
	Borrowings from related parties					—				139
	Repayments of long-term debt					(759	)			(740	)
	Repayments to related parties					—				(7	)
	Proceeds from issuance of debt					440				—
	Payments for debt issuance costs					(10	)			(3	)
	Distributions					(26	)			(106	)
			Net cash flows from financing activities			60				(517	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						23				(520	)
CASH AND CASH EQUIVALENTS, beginning of period						3				546
CASH AND CASH EQUIVALENTS, end of period					$	26			$	26
CASH PAID FOR INTEREST					$	214			$	188
NONCASH TRANSACTIONS:
	Issuance of debt by Charter Communications Operating, LLC				$	37			$	271
	Retirement of Renaissance Media Group LLC debt				$	(37	)		$	—
	Distribution of intercompany note to related party				$	(105	)		$	—
	Retirement of Charter Communications Holdings, LLC notes and accrued interest				$	—			$	(280	)
	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

	Recent Financing Transactions

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	Debt Covenants

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	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

3.	Sale of Assets

4.	Franchises and Goodwill

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			March 31, 2006												December 31, 2005
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,270			$	—			$	9,270			$	9,806			$	—			$	9,806
	Goodwill			52				—				52				52				—				52
			$	9,322			$	—			$	9,322			$	9,858			$	—			$	9,858
Finite-lived intangible assets:
	Franchises with finite lives		$	23			$	6			$	17			$	27			$	7			$	20

5.	Accounts Payable and Accrued Expenses

			March 31,				December 31,
			2006				2005
Accounts payable — trade			$	81			$	100
Accrued capital expenditures				66				73
Accrued expenses:
	Interest			180				166
	Programming costs			288				272
	Franchise-related fees			44				67
	Compensation			54				60
	Other			158				185
			$	871			$	923

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6.	Long-Term Debt

				March 31, 2006								December 31, 2005
				Principal				Accreted				Principal				Accreted
				Amount				Value				Amount				Value
Long-Term Debt
	CCH II, LLC:
		10.250% senior notes due 2010		$	2,051			$	2,041			$	1,601			$	1,601
	CCO Holdings, LLC:
		83/4 % senior notes due 2013			800				795				800				794
		Senior floating 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			770				770				733				733
	Renaissance Media Group LLC:
		10.000% senior discount notes due 2008			77				78				114				115
Credit Facilities
	Charter Operating				5,386				5,386				5,731				5,731
				$	10,734			$	10,720			$	10,629			$	10,624

	Loss on extinguishment of debt

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7.	Loans Payable-Related Party

8.	Minority Interest

9.	Comprehensive Loss

10.	Accounting for Derivative Instruments and Hedging Activities

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11.	Revenues

		Three Months
		Ended March 31,
		2006				2005
Video		$	869			$	842
High-speed Internet			254				215
Telephone			20				6
Advertising sales			70				64
Commercial			76				65
Other			85				79
		$	1,374			$	1,271

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12.	Operating Expenses

		Three Months
		Ended March 31,
		2006				2005
Programming		$	391			$	358
Service			209				176
Advertising sales			26				25
		$	626			$	559

13.	Selling, General and Administrative Expenses

		Three Months
		Ended March 31,
		2006				2005
General and administrative		$	243			$	206
Marketing			38				35
		$	281			$	241

14.	Other Operating Expenses

		Three Months
		Ended March 31,
		2006				2005
Loss on sale of assets, net		$	—			$	4
Special charges, net			3				4
		$	3			$	8

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15.	Other Income

		Three Months
		Ended March 31,
		2006				2005
Gain on derivative instruments and hedging activities, net		$	8			$	27
Loss on extinguishment of debt			—				(5	)
Minority interest			(4	)			(3	)
Other, net			2				1
		$	6			$	20

16.	Income Taxes

17.	Contingencies

18.	Stock Compensation Plans

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19.	Related Party Transactions

	CC VIII, LLC

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Item 20.	Indemnification of Directors and Officers

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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.

Exhibit				Description
	2	.1		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	.2		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)).
	2	.3		Purchase Agreement, dated August 11, 2005 by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, and Banc of America Securities LLC as representatives of the purchasers (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 17, 2005 (File No. 333-112593)).
	2	.4		Purchase Agreement dated as of January 26, 2006, by and between CCH II, LLC, CCH II Capital Corp and J.P. Morgan Securities, Inc as Representative of several Purchasers for $450,000,000 10.25% Senior Notes Due 2010 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)).
	2	.5		Asset Purchase Agreement dated February 27, 2006, by and between Charter Communications Operating, LLC and Cebridge Acquisition Co., LLC (incorporated by reference to Exhibit 2.2 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 2, 2006 (File No. 000-27927)).
	3	.1		Certificate of Formation of CCH II, LLC (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
	3	.2		Amended and Restated Limited Liability Company Agreement of CCH II, LLC, dated as of July 10, 2003 (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).

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Exhibit				Description
	3	.3		Certificate of Incorporation of CCH II Capital Corporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
	3	.4		Amended and Reinstated By-laws of CCH II Capital Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
	4	.1		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)).
	4	.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)).
	5	.1**		Opinion of Gibson, Dunn & Crutcher regarding legality.
	10	.1		Indenture, dated as of April 9, 1998, by 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 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	.3		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	.4		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	.5		First Supplemental Indenture dated August 17, 2005 by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells Fargo Bank, L.A., as trustee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 23, 2005 (File No. 333-112593)).
	10	.6		Exchange and Registration Rights Agreement dated August 17, 2005 by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, and Banc of America Securities LLC as representatives of the purchasers (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 23, 2005 (File No. 333-112593)).
	10	.7(a)		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)).

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Exhibit				Description
	10	.7(b)		Waiver and Amendment Agreement to the Senior Bridge Loan Agreement dated as of January 26, 2006 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 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)).
	10	.8		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	.9		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	.10		CCHC, LLC Subordinated and Accreting Note, dated as of October 31, 2005 (revised) (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	.11(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	.11(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	.11(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	.12(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	.12(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 filed by Charter Communications, Inc. on November 2, 2005 (File No. 000-27927)).
	10	.13(a)		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)).
	10	.13(b)		First Amendment to the Amended and Restated Limited Liability Company Agreement of Charter Communications Operating, LLC, adopted as of June 22, 2004 (incorporated by reference to Exhibit 10.16(b) to the annual report on Form 10-K filed by Charter Communications, Inc. on February 28, 2006 (File No. 000-27927)).
	10	.14		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)).

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Exhibit				Description
	10	.15		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	.16(a)		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	.16(b)		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. 3 to the registration statement on Form S-1 filed by Charter Communications, Inc. on June 8, 2005 (File No. 333-121186)).
	10	.17		Settlement Agreement and Mutual Release, dated as of February 1, 2005, by and among Charter Communications, Inc. and certain other insureds, on the other hand, and Certain Underwriters at Lloyd’s of London and certain subscribers, on the other hand. (incorporated by reference to Exhibit 10.49 to the annual report on Form 10-K filed by Charter Communications, Inc. on March 3, 2005 (File No. 000-27927)).
	10	.18		Stipulation of Settlement, dated as of January 24, 2005, regarding settlement of Federal Derivative Action, Arthur J. Cohn v. Ronald L. Nelson et al and Charter Communications, Inc. (incorporated by reference to Exhibit 10.50 to the annual report on Form 10-K filed by Charter Communications, Inc. on March 3, 2005 (File No. 000-27927)).
	10	.19(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	.19(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	.19(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	.19(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	.19(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	.19(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	.20(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	.20(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)).
	10	.20(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)).

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Exhibit				Description
	10	.20(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	.20(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	.20(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	.20(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. 333-128838)).
	10	.20(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. 333-128838)).
	10	.20(i)†		Description of Long-Term Incentive Program to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.18(g) to the annual report on Form 10-K filed by Charter Communications Holdings, LLC on March 31, 2005 (File No. 333-77499)).
	10	.21†		Description of Charter Communications, Inc. 2006 Executive Bonus Plan (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on May 2, 2006 (File No. 000-27927)).
	10	.22†		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	.23†		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	.24†		Employment Agreement, dated as of October 8, 2001, by and between Carl E. Vogel 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 November 14, 2001 (File No. 000-27927)).
	10	.25†		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	.26†		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	.27†		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	.28†		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	.29†		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)).

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Exhibit				Description
	10	.30†		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	.31†		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	.32†		Employment Agreement dated as of October 31, 2005, by and between Sue Ann Hamilton and Charter Communications, Inc. (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)).
	10	.33†		Employment Agreement effective 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	.34†		Employment Offer Letter, dated November 22, 2005, by and between Charter Communications, Inc. and Robert A. Quigley (incorporated by reference to 10.68 to Amendment No. 1 to the registration statement on Form S-1 of Charter Communications, Inc. filed on February 2, 2006 (File No. 333-130898)).
	10	.35†		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	.36†		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)).
	10	.37†		Employment Agreement dated as of January 20, 2006 by and between Jeffrey T. Fisher and Charter Communications, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)).
	10	.38†		Employment Agreement dated as of February 28, 2006 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 on March 3, 2006 (File No. 000-27927)).
	10	.39†		Separation Agreement of Wayne H. Davis, dated as of March 23, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2006 (File No. 000-27927)).
	10	.40†		Consulting Agreement of Wayne H. Davis, dated as of March 23, 2006 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2006 (File No. 000-27927)).
	10	.41		Amended and Restated Credit Agreement, dated as of April 28, 2006, among Charter Communications Operating, LLC, CCO) Holdings, LLC, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on May 1, 2006(File No. 000-27927)).
	12	.1*		Computation of Ratio of Earnings to Fixed Charges.
	21	.1*		Subsidiaries of CCH II, 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**		Letter of Transmittal.

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Exhibit				Description
	99	.2**		Letter to Registered Holders and the Depository Trust Company Participants.
	99	.3**		Letter to Clients.
	99	.4**		Notice of Guaranteed Delivery.

	*	Previously filed

**	Filed herewith

	†	Management compensatory plan or arrangement

	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.

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	CCH II, LLC,
	Registrant
	By: CHARTER COMMUNICATIONS, INC.,
	Sole Manager

	By:	/s/ Kevin D. Howard

	Kevin D. Howard
	Vice President and
	Chief Accounting Officer

Signature				Title		Date
*   Paul G. Allen				Chairman of the Board of Directors of Charter Communications, Inc.		May 23, 2006
*   Neil Smit				President and Chief Executive Officer, Director (Principal Executive Officer) Charter Communications, Inc.		May 23, 2006
*   Jeffrey T. Fisher				Executive Vice President and Chief Financial Officer (Principal Financial Officer) Charter Communications, Inc.		May 23, 2006
/s/ Kevin D. Howard   Kevin D. Howard				Vice President and Chief Accounting Officer (Principal Accounting Officer) Charter Communications, Inc.		May 23, 2006
*   W. Lance Conn				Director of Charter Communications, Inc.		May 23, 2006
*   Nathaniel A. Davis				Director of Charter Communications, Inc.		May 23, 2006
*   Jonathan L. Dolgen				Director of Charter Communications, Inc.		May 23, 2006

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Signature				Title		Date
*   Rajive Johri				Director of Charter Communications, Inc.		May 23, 2006
*   Robert P. May				Director of Charter Communications, Inc.		May 23, 2006
*   David C. Merritt				Director of Charter Communications, Inc.		May 23, 2006
*   Marc B. Nathanson				Director of Charter Communications, Inc.		May 23, 2006
*   Jo Allen Patton				Director of Charter Communications, Inc.		May 23, 2006
*   John H. Tory				Director of Charter Communications, Inc.		May 23, 2006
*   Larry W. Wangberg				Director of Charter Communications, Inc.		May 23, 2006
*By:		/s/ Kevin D. Howard   Kevin D. Howard Attorney-in-Fact

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	CCH II CAPITAL CORP.
	Registrant

	By:	/s/ Kevin D. Howard

	Kevin D. Howard
	Vice President and
	Chief Accounting Officer

Signature				Title		Date
*   Neil Smit				Director, President and Chief Executive Officer, (Principal Executive Officer), CCH II Capital Corp.		May 23, 2006
*   Jeffrey T. Fisher				Executive Vice President and Chief Financial Officer (Principal Financial Officer) CCH II Capital Corp.		May 23, 2006
/s/ Kevin D. Howard   Kevin D. Howard				Vice President and Chief Accounting Officer, (Principal Accounting Officer) CCH II Capital Corp.		May 23, 2006
*By:		/s/ Kevin D. Howard   Kevin D. Howard Attorney-in-Fact

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By Facsimile: (612) 667-6282 Confirm Receipt of Facsimile by Telephone: (800) 344-5128		By Registered or Certified Mail: Wells Fargo Bank, N.A. MAC #N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517		In Person By Hand: Wells Fargo Bank, N.A. 608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402

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DESCRIPTION OF ORIGINAL NOTES TENDERED
If Blank, please print Name and		Original Notes Tendered
Address of Registered Holder		(Attach Additional List of Notes)
						Principal Amount
						of Original
				Principal		Notes Tendered
		Certificate		Amount of		(If Less Than
		Number(s)*		Original Notes		All)**
		Total Amount Tendered:
* Need not be completed by book-entry holders.
** Original Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Original Notes held shall be deemed tendered unless a lesser number is specified in this column.

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	(i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the

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	Original Notes) of Original Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or
	(ii) such Original Notes are tendered for the account of a firm that is an Eligible Institution.

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PAYER’S NAME: Wells Fargo Bank, N.A.
SUBSTITUTE FORM W-9 Department of the Treasury, Internal Revenue Service		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social Security Number OR Employer Identification Number
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification		CERTIFICATION — UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) the number shown on this form is my correct Taxpayer Identification Number (or that I am waiting and Certification for a number to be issued to me). (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the IRS has notified me that I am no longer subject to withholding. (3) any other information provided an this form is true and correct
		Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).
		Signature                             Date		Part 2 — AWAITING TIN o

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF 28% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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	1. Prospectus;
	2. Letter of Transmittal;
	3. Notice of Guaranteed Delivery; and
	4. Letter which may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction with regard to the Exchange Offer.

 

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o	To tender the following Original Notes held by you for the account of the undersigned (insert amount of Original Notes to be tendered (if any)):

	Name of beneficial owner(s):
	Signature(s):
	Name(s)(please print):
	Address:
	Telephone Number:
	Taxpayer Identification or Social Security Number:
	Date:

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By Registered/Certified Mail: Wells Fargo Bank, N.A. MAC #N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517		By Hand: Wells Fargo Bank, N.A. 608 Second Avenue South Corporate Trust Operations 12th Floor Minneapolis, MN 55402		By Regular Mail or Overnight Couriers: Wells Fargo Bank, N.A. MAC #N9303-121 Corporate Trust Operations 6th & Marquette Avenue Minneapolis, MN 55479

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NOTE:	DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

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