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Delaware		4841		43-1857213
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Proposed Maximum

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering Price

Aggregate

Registration

Securities to be Registered

Registered(1)

Per Unit

Offering Price(1)

Fee

7.00% Convertible Senior Notes due 2027

$309,375,000

n/a

$409,148,438

$12,560.86

Class A common stock (par value $0.001 per share)

122,713,608(2)

(2)

(2)

(2)

(1)	Calculated pursuant to Rule 457(f)(1). On August 24, 2007, the closing bid price for the Old Notes was $1,317.50 per $1,000 principal amount and the closing ask price was $1,327.50, the average of which equals $1,322.50. The Offeror is offering to exchange up to $309,375,000 principal amount of the Old Notes. Therefore the “maximum aggregate offering price” equals $409,148,438.
(2)	The number of shares of Class A common stock to be issued upon conversion of the convertible senior notes was calculated based on the initial conversion price of $2.80 per share (which represents the maximum amount of shares issuable). In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon conversion of the convertible senior notes, as such amount may be adjusted due to stock-splits, stock dividends and anti-dilution provisions. Pursuant to Rule 457(i) under the Securities Act, there is no filing fee with respect to the shares of Class A common stock issuable upon such conversion of the 7.00% Convertible Senior Notes due 2027 registered hereby.

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The information in this Exchange Offer Prospectus may change. We may not offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Exchange Offer Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

				Principal Amount of New
Average Price of				Notes to be Issued per				Terms of the New Notes
Charter’s Class A				$1,000 Principal Amount
Common Stock				of Old Notes Tendered				Conversion Price				Conversion Rate
$	2.00			$	1,110.62			$	2.80				357.1429
$	2.20			$	1,173.25			$	3.08				324.6753
$	2.40			$	1,239.65			$	3.36				297.6190
$	2.60			$	1,309.13			$	3.64				274.7253
$	2.80			$	1,381.10			$	3.92				255.1020
$	3.00			$	1,451.68			$	4.20				238.0952
$	3.20			$	1,521.73			$	4.48				223.2143
$	3.40			$	1,592.26			$	4.76				210.0840
$	3.60			$	1,662.60			$	5.04				198.4127
$	3.80			$	1,733.33			$	5.32				187.9699
$	4.00			$	1,802.82			$	5.60				178.5714
$	4.20			$	1,872.80			$	5.88				170.0680
$	4.35			$	1,923.50			$	6.09				164.2036

Citi	Morgan Stanley

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		Page
INCORPORATION BY REFERENCE			i
IMPORTANT			iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			v
SUMMARY			1
RISK FACTORS			22
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER			43
PRICE RANGE OF COMMON STOCK			49
BOOK VALUE PER COMMON SHARE			49
USE OF PROCEEDS			49
CAPITALIZATION			50
UNAUDITED PRO FORMA CONSOLIDATED FINANCIALS			53
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			62
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC			63
BACKGROUND OF THE EXCHANGE OFFER			64
DESCRIPTION OF THE EXCHANGE OFFER			65
DESCRIPTION OF OTHER INDEBTEDNESS			72
DESCRIPTION OF CAPITAL STOCK AND MEMBERSHIP UNITS			85
SHARES ELIGIBLE FOR FUTURE SALE			96
DESCRIPTION OF THE NEW NOTES			97
BOOK-ENTRY, DELIVERY AND FORM			116
DESCRIPTION OF THE OLD NOTES			119
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES			141
INTEREST OF DIRECTORS AND OFFICERS IN THE TRANSACTION			149
DEALER MANAGERS			150
INFORMATION AGENT			150
EXCHANGE AGENT			150
FEES AND EXPENSES			150
LEGAL MATTERS			151
EXPERTS			151
WHERE YOU CAN FIND MORE INFORMATION			151
EX-1.1: DEALER MANAGER AGREEMENT
EX-5.1: OPINION OF GIBSON, DUNN & CRUTCHER
EX-8.1: OPINION OF GIBSON, DUNN & CRUTCHER
EX-21.1: SUBSIDIARIES
EX-23.3: CONSENT OF KPMG LLP
EX-25.1: STATEMENT OF ELIGIBILITY OF TRUSTEE
EX-99.1: LETTER OF TRANSMITTAL
EX-99.3: LETTER TO CLIENTS
EX-99.4: LETTER TO BROKERS, DEALERS

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	•	to waive any and all conditions to the Exchange Offer;
	•	to extend the Exchange Offer;
	•	to terminate the Exchange Offer, but only if any condition to the Exchange Offer is not satisfied (see “Description of the Exchange Offer — Conditions to the Exchange Offer”); or
	•	otherwise to amend the Exchange Offer in any respect.

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	•	the availability, in general, of funds to meet interest payment obligations under our debt and to fund our operations and necessary capital expenditures, either through cash flows from operating activities, further borrowings or other sources and, in particular, our ability to be able to provide under the applicable debt instruments such funds (by dividend, investment or otherwise) to the applicable obligor of such debt;
	•	our ability to comply with all covenants in our indentures and credit facilities, any violation of which could trigger a default of our other obligations under cross-default provisions;
	•	our ability to pay or refinance debt prior to or when it becomes due and/or refinance that debt through new issuances, exchange offers or otherwise, including restructuring our balance sheet and leverage position;
	•	competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers and DSL providers;
	•	difficulties in introducing and operating our telephone services, such as our ability to adequately meet customer expectations for the reliability of voice services, and our ability to adequately meet demand for installations and customer service;
	•	our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services, and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition;
	•	our ability to obtain programming at reasonable prices or to adequately raise prices to offset the effects of higher programming costs;
	•	general business conditions, economic uncertainty or slowdown; and
	•	the effects of governmental regulation, including but not limited to local and state 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 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 as of June 30, 2007 approximately 20% 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 ability to borrow additional funds in the future, due to applicable financial and restrictive covenants in our debt;
	•	make it more difficult for us to satisfy our obligations to the holders of our notes and for our subsidiaries to satisfy their obligations to their lenders under their credit facilities and to their noteholders; and
	•	limit future increases in the value, or cause a decline in the value of our equity, which could limit our ability to raise additional capital by issuing equity.

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	•	competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers, and DSL providers;
	•	difficulties in introducing and operating our telephone services, such as our ability to adequately meet customer expectations for the reliability of voice services, and our ability to adequately meet demand for installations and customer service;
	•	our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services, and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition;
	•	our ability to obtain programming at reasonable prices or to adequately raise prices to offset the effects of higher programming costs;
	•	general business conditions, economic uncertainty or slowdown; and
	•	the effects of governmental regulation, including but not limited to local and state franchise authorities, on our business.

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	•	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.

	•	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 other 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 our outstanding notes.

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	•	incur additional debt;
	•	repurchase or redeem equity interests and debt;
	•	issue equity;
	•	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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	•	we would retain our proportional equity interest in Charter Holdco but would lose all of our powers to direct the management and affairs of Charter Holdco and its subsidiaries; and
	•	we would become strictly a passive investment vehicle and would be treated under the Investment Company Act as an investment company.

	•	the liquidity of the Class A common stock;
	•	how the Class A common stock trades in the marketplace;
	•	the price that purchasers would be willing to pay for the Class A common stock in a change of control transaction or otherwise; and
	•	the market price of the Class A common stock.

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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 and regulations relating to provision of voice communications;
	•	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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				Principal Amount of New
Average Price of				Notes to be Issued per				Terms of the New Notes
Charter’s Class A				$1,000 Principal Amount
Common Stock				of Old Notes Tendered				Conversion Price				Conversion Rate
$	2.00			$	1,110.62			$	2.80				357.1429
$	2.20			$	1,173.25			$	3.08				324.6753
$	2.40			$	1,239.65			$	3.36				297.6190
$	2.60			$	1,309.13			$	3.64				274.7253
$	2.80			$	1,381.10			$	3.92				255.1020
$	3.00			$	1,451.68			$	4.20				238.0952
$	3.20			$	1,521.73			$	4.48				223.2143
$	3.40			$	1,592.26			$	4.76				210.0840
$	3.60			$	1,662.60			$	5.04				198.4127
$	3.80			$	1,733.33			$	5.32				187.9699
$	4.00			$	1,802.82			$	5.60				178.5714
$	4.20			$	1,872.80			$	5.88				170.0680
$	4.35			$	1,923.50			$	6.09				164.2036

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			High				Low
2005
	First quarter		$	2.30			$	1.35
	Second quarter			1.53				0.90
	Third quarter			1.71				1.14
	Fourth quarter			1.50				1.12
2006
	First quarter		$	1.25			$	0.94
	Second quarter			1.38				1.03
	Third quarter			1.56				1.11
	Fourth quarter			3.36				1.47
2007
	First quarter		$	3.52			$	2.75
	Second quarter			4.16				2.70
	Third quarter through August 27			4.80				2.41

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	•	cash and cash equivalents of Charter;
	•	the actual (historical) capitalization of Charter; and
	•	the issuance of $449 million principal amount of New Notes in exchange for 75% of outstanding Old Notes pursuant to the Exchange Offer (which is based on an assumed average price of $3).

				As of June 30, 2007
				Actual				Pro Forma
				(Dollars in millions,
				unaudited)
Cash and Cash Equivalents				$	81			$	71
Long-Term Debt:
	Charter Communications, Inc.:
		5.875% convertible senior notes due 2009		$	411			$	103
		7.00% convertible senior notes due 2027(a)			—				325
	Charter Communications Holdings, LLC:
		Senior and senior discount notes(b)			578				578
	CCH I Holdings, LLC:
		Senior and senior discount notes(c)(d)			2,534				2,534
	CCH I, LLC:
		11.000% senior notes due 2015(d)			4,087				4,087
	CCH II, LLC:
		10.250% senior notes due 2010			2,190				2,190
		10.250% senior notes due 2013(d)			261				261
	CCO Holdings:
		8.750% senior notes due 2013			795				795
	Charter Operating:
		8.000% senior second lien notes due 2012			1,100				1,100
		83/8% senior second lien notes due 2014			770				770
Credit Facilities:
	CCO Holdings				350				350
	Charter Operating(e)				6,500				6,500
		Total long-term debt			19,576				19,593	(i)

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		As of June 30, 2007
		Actual				Pro Forma
		(Dollars in millions,
		unaudited)
Note Payable — Related Party(f)			61				61
Preferred Stock — Redeemable(g)			4				4
Minority Interest(h)			195				195
Shareholders’ Deficit			(6,849	)			(6,983	)(i)
Total Capitalization		$	12,987			$	12,870

(a)	Represents the issuance of the New Notes assuming face value of $449 million of which, based on preliminary estimates, $124 million relates to certain provisions of the New Notes that for accounting purposes are derivatives which require bifurcation and are recorded as accounts payable and accrued expenses and other long-term liabilities. The debt will accrete to face value over five years, the date holders can initially require the Company to repurchase the New Notes.
(b)	Represents the following Charter Holdings notes:

			As of June 30, 2007
			Actual and
			Pro Forma
			(Dollars in millions,
			unaudited)
10.000% senior notes due 2009			$	88
10.750% senior notes due 2009				63
9.625% senior notes due 2009				37
10.250% senior notes due 2010				18
11.750% senior discount notes due 2010				16
11.125% senior notes due 2011				47
13.500% senior discount notes due 2011				60
9.920% senior discount notes due 2011				51
10.000% senior notes due 2011				69
11.750% senior discount notes due 2011				54
12.125% senior discount notes due 2012				75
	Total		$	578

(c)		Represents the following CIH notes:

			As of June 30, 2007
			Actual and
			Pro Forma
			(Dollars in millions,
			unaudited)
11.125% senior notes due 2014			$	151
13.500% senior discount notes due 2014				581
9.920% senior discount notes due 2014				471
10.000% senior notes due 2014				299
11.750% senior discount notes due 2014				815
12.125% senior discount notes due 2015				217
	Total		$	2,534

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(d)		Certain of the CIH notes, CCH I notes, and CCH II notes issued in exchange for Charter Holdings notes and Charter Old Notes in 2006 and 2005 are recorded for financial reporting purposes at values different from the current accreted value for legal purposes and notes indenture purposes (the amount that is currently payable if the debt becomes immediately due). As of June 30, 2007, the accreted value of our debt for legal purposes and notes indenture purposes is approximately $19.4 billion.
(e)		As of June 30, 2007, our total potential borrowing availability under our revolving credit facility was approximately $1.4 billion, none of which was limited by covenant restrictions.
(f)		Represents an exchangeable accreting note issued by CCHC in relation to the CC VIII settlement.
(g)		Represents 36,713 shares of Series A Convertible Redeemable Preferred Stock (the “Preferred Stock”). The Preferred Stock is redeemable by Charter at its option and must be redeemed by Charter at any time upon a change of control, or if not previously redeemed or converted, on August 31, 2008. The Preferred Stock is convertible, in whole or in part, at the option of the holders through August 31, 2008, into shares of Charter Class A common stock, at an initial conversion price of $24.71 per share of Charter Class A common stock, subject to certain customary adjustments.
(h)		Minority interest represents Mr. Allen’s, Charter’s chairman and controlling shareholder, 5.6% preferred membership interests in CC VIII, an indirect subsidiary of Charter Holdco.
(i)		Using the maximum Average Price would increase pro forma long-term debt by $126 million and pro forma Shareholders’ Deficit by $167 million. Using the minimum Average Price would decrease pro forma long-term debt by $77 million and pro forma Shareholders’ Deficit by $106 million.

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	(1) the completed disposition of certain assets for total proceeds of approximately $1.0 billion and the use of such proceeds to reduce amounts outstanding under our revolving credit facility;
	(2) the issuance and sale of $450 million principal amount of CCH II senior notes in January 2006 and the use of such proceeds to pay down credit facilities;
	(3) the refinancing of the Charter Operating credit facilities in April 2006 and the related reductions in interest rate margins on the term loan;
	(4) the September 2006 exchanges by Charter Holdings, CCH I, CCH I Capital Corp., CCH II, and CCH II Capital Corp., of approximately $797 million in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new CCH I and CCH II debt securities;
	(5) the September 2006 exchange by Charter, CCHC, CCH II, and CCH II Capital Corp., of approximately $450 million in total principal amount of Charter’s 5.875% convertible senior notes due 2009 for $188 million cash, 45 million shares of Charter’s Class A common stock and $146 million principal amount of new CCH II debt securities;
	(6) the refinancing of the Charter Operating credit facilities in March 2007 and the issuance of a $350 million third lien term loan by CCO Holdings;
	(7) the repurchase of $97 million of Charter Holdings notes for $100 million of total consideration, including premiums and accrued interest in April 2007;
	(8) the redemption of $187 million of Charter Holdings notes and $550 million of CCO Holdings senior floating rate notes in April 2007; and
	(9) the issuance of $449 million principal amount of New Notes in exchange for 75% of the outstanding Old Notes pursuant to the Exchange Offer (based on an assumed Average Price of $3). We use a 75% participation rate for illustrative purposes only. We cannot assure you that we will achieve a participation rate at or near that level or that the Average Price will not vary significantly from the assumed price.

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								Acquisitions/				Prior Financing								Exchange
				Historical				Dispositions(a)				Transactions(b)				As Adjusted				Offer(c)				Pro Forma
				(Dollars in millions, except per share and share data)
REVENUES
	Video			$	1,697			$	(2	)		$	—			$	1,695			$	—			$	1,695
	High-speed Internet				606				—				—				606				—				606
	Telephone				142				—				—				142				—				142
	Advertising sales				139				(1	)			—				138				—				138
	Commercial				164				—				—				164				—				164
	Other				176				—				—				176				—				176
					2,924				(3	)			—				2,921				—				2,921
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,278				(1	)			—				1,277				—				1,277
	Selling, general and administrative				620				—				—				620				—				620
	Depreciation and amortization				665				(1	)			—				664				—				664
	Other operating expenses, net				5				—				—				5				—				5
					2,568				(2	)			—				2,566				—				2,566
		Income from operations			356				(1	)			—				355				—				355
	Interest expense, net				(935	)			—				—				(935	)			(9	)			(944	)
	Other income (expense), net				(34	)			—				35				1				—				1
					(969	)			—				35				(934	)			(9	)			(943	)
	Loss before income taxes				(613	)			(1	)			35				(579	)			(9	)			(588	)
INCOME TAX EXPENSE					(128	)			19				—				(109	)			—				(109	)
	Net loss applicable to common stock			$	(741	)		$	18			$	35			$	(688	)		$	(9	)		$	(697	)
Loss per common share, basic and diluted				$	(2.02	)										$	(1.88	)						$	(1.90	)
Weighted average common shares outstanding, basic and diluted					366,855,427												366,855,427								366,855,427

(a)		Represents the effect on operating results related to the disposition of certain cable systems in January and May 2007 as discussed in assumption (1).
(b)		Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (6) through (8) (in millions):

Reduction in interest expense related to the refinancing of Charter Operating existing term loan in April 2007						$	(8	)
Interest on Charter Operating’s new term loan and CCO Holdings’ third lien term loan issued in April 2007			37
Historical interest expense on Charter Operating’s revolving credit facility, Charter Holdings’ notes and CCO Holdings’ notes retired			(29	)
							8
Net increase in interest expense						$	—

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	Adjustment to other income (expense), net represents the elimination of losses related to assumptions (6) through (8).

(c)		Represents the adjustment to interest expense associated with the Exchange Offer (in millions):

Interest on the New Notes		$	17
Accretion of New Notes			12
Historical interest expense on the Old Notes			(13	)
Elimination of historical loss on embedded derivative			(7	)
Net increase in interest expense		$	9

	Using the maximum Average Price would increase pro forma interest expense by $9 million. Using the minimum Average Price would decrease pro forma interest expense by $7 million.

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							Acquisition/				Prior Financing								Exchange
			Historical				Dispositions(a)				Transactions(b)				As Adjusted				Offer(c)				Pro Forma
			(Dollars in millions except per share and share data)
REVENUES
	Video		$	3,349			$	(61	)		$	—			$	3,288			$	—			$	3,288
	High-speed Internet			1,051				(11	)			—				1,040				—				1,040
	Telephone			135				—				—				135				—				135
	Advertising sales			319				(3	)			—				316				—				316
	Commercial			305				(7	)			—				298				—				298
	Other			345				(9	)			—				336				—				336
				5,504				(91	)			—				5,413				—				5,413
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)			2,438				(50	)			—				2,388				—				2,388
	Selling, general and administrative			1,165				(15	)			—				1,150				—				1,150
	Depreciation and amortization			1,354				(21	)			—				1,333				—				1,333
	Asset impairment charges			159				(159	)			—				—				—				—
	Other operating expenses, net			21				—				—				21				—				21
				5,137				(245	)			—				4,892				—				4,892
	Operating income from continuing operations			367				154				—				521				—				521
	Interest expense, net			(1,887	)			26				16				(1,845	)			(24	)			(1,869	)
	Gain on extinguishment of debt			101				—				(101	)			—				—				—
	Other income, net			20				—				—				20				—				20
				(1,766	)			26				(85	)			(1,825	)			(24	)			(1,849	)
	Loss from continuing operations before income taxes			(1,399	)			180				(85	)			(1,304	)			(24	)			(1,328	)
INCOME TAX EXPENSE				(187	)			7				—				(180	)			—				(180	)
	Loss from continuing operations		$	(1,586	)		$	187			$	(85	)		$	(1,484	)		$	(24	)		$	(1,508	)
Loss from continuing operations per common share, basic and diluted			$	(4.78	)										$	(4.08	)						$	(4.15	)
Weighted average common shares outstanding, basic and diluted				331,941,788								31,598,360				363,540,148								363,540,148

(a)		Represents the effect on operating results related to the disposition of certain cable systems in the third quarter of 2006 and January and May 2007 as discussed in assumption (1).

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(b)	Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (2) through (8) (in millions):
	Reduction in interest expense related to the refinancing of Charter Operating’s existing term loan in April 2007						$	(31	)
	Interest on Charter Operating’s term loan and CCO Holdings’ third lien term loan issued in April 2007			138
	Amortization of deferred financing costs			6
	Historical interest expense on Charter Operating’s revolving credit facility, and Charter Holdings’ notes and CCO Holdings’ notes retired			(102	)
								42
	Reduction in interest expense related to the Charter Operating refinancing in April 2006							(9	)
	Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			4
	Historical interest expense on Charter Operating’s revolving credit facility			(3	)
								1
	Interest on new CCH I and CCH II senior notes issued in September 2006			68
	Historical interest expense on Charter Holdings’ and CIH notes exchanged for new CCH I and CCH II notes			(60	)
	Historical interest expense on Charter Old Notes			(27	)
								(19	)
	Net decrease in interest expense						$	(16	)
	Adjustment to gain on extinguishment of debt represents the elimination of gains related to assumptions(4) and(5).
(c)	Represents the adjustment to interest expense associated with the Exchange Offer (in millions):
	Interest on the New Notes		$	32
	Accretion of New Notes			25
	Historical interest expense on the Old Notes			(25	)
	Elimination of historical loss on embedded derivative			(8	)
	Net increase in interest expense		$	24
	Using the maximum Average Price would increase pro forma interest expense by $18 million. Using the minimum Average Price would decrease pro forma interest expense by $13 million.

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								Acquisition/				Prior Financing								Exchange
				Historical				Dispositions(a)				Transactions(b)				As Adjusted				Offer(c)				Pro Forma
				(Dollars in millions except per share and share data)
REVENUES
	Video			$	1,684			$	(46	)		$	—			$	1,638			$	—			$	1,638
	High-speed Internet				506				(9	)			—				497				—				497
	Telephone				49				—				—				49				—				49
	Advertising sales				147				(3	)			—				144				—				144
	Commercial				149				(5	)			—				144				—				144
	Other				168				(5	)			—				163				—				163
					2,703				(68	)			—				2,635				—				2,635
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,215				(37	)			—				1,178				—				1,178
	Selling, general and administrative				551				(10	)			—				541				—				541
	Depreciation and amortization				690				(10	)			—				680				—				680
	Asset impairment charges				99				(99	)							—				—				—
	Other operating expenses, net				10				—				—				10				—				10
					2,565				(156	)			—				2,409				—				2,409
		Operating income from continuing operations			138				88				—				226				—				226
	Interest expense, net				(943	)			27				15				(901	)			(17	)			(918	)
	Other income (expense), net				(10	)			—				27				17				—				17
					(953	)			27				42				(884	)			(17	)			(901	)
	Loss from continuing operations before income taxes				(815	)			115				42				(658	)			(17	)			(675	)
INCOME TAX EXPENSE					(60	)			(19	)			—				(79	)			—				(79	)
	Loss from continuing operations			$	(875	)		$	96			$	42			$	(737	)		$	(17	)		$	(754	)
Loss from continuing operations per common share, basic and diluted				$	(2.76	)										$	(2.03	)						$	(2.08	)
Weighted average common shares outstanding, basic and diluted					317,581,492								45,000,000				362,581,492								362,581,492

(a)		Represents the effect on operating results related to the disposition of certain cable systems in third quarter of 2006 and January and May 2007 as discussed in assumption (1).

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(b)		Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (2) through (8) (in millions):

Reduction in interest expense related to the refinancing of Charter Operating’s existing term loan in April 2007						$	(16	)
Interest on Charter Operating’s term loan and CCO Holdings’ third lien term loan issued in April 2007			69
Amortization of deferred financing costs			3
Historical interest expense on Charter Operating’s revolving credit facility, and Charter Holdings’ notes and CCO Holdings’ notes retired			(51	)
							21
Reduction in interest expense related to the Charter Operating refinancing in April 2006							(9	)
Interest on $450 million principal amount of CCH II 10.25% senior notes issued in January 2006			4
Historical interest expense on Charter Operating’s revolving credit facility			(3	)
							1
Interest on new CCH I and CCH II senior notes issued in September 2006			48

Historical interest expense on Charter Holdings’ and CIH notes exchanged for new CCH I and CCH II notes			(42	)
Historical interest expense on Charter Old Notes			(18	)
							(12	)
Net decrease in interest expense						$	(15	)

	Adjustment to other income (expense), net represents the elimination of losses related to assumptions (6) through (8).

(c)		Represents the adjustment to interest expense associated with the Exchange Offer (in millions):

Interest on the New Notes		$	17
Accretion of New Notes			12
Historical interest expense on the Old Notes			(13	)
Elimination of historical gain on embedded derivative			1
Net increase in interest expense		$	17

	Using the maximum Average Price would increase pro forma interest expense by $9 million. Using the minimum Average Price would decrease pro forma interest expense by $7 million.

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								Exchange
				Historical				Offer(a)				Pro Forma
				(Dollars in millions)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	81			$	(10	)		$	71
	Accounts receivable, net				224				—				224
	Prepaid expenses and other current assets				58				—				58
		Total current assets			363				(10	)			353
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				5,121				—				5,121
	Franchises, net				9,201				—				9,201
		Total investment in cable properties, net			14,322				—				14,322
OTHER NONCURRENT ASSETS					366				(1	)			365
		Total assets		$	15,051			$	(11	)		$	15,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,258			$	16			$	1,274
		Total current liabilities			1,258				16				1,274
LONG-TERM DEBT					19,576				17				19,593
NOTE PAYABLE — RELATED PARTY					61				—				61
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				—				14
OTHER LONG-TERM LIABILITIES					792				90				882
MINORITY INTEREST					195				—				195
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 36,713 shares issued and outstanding					4				—				4
SHAREHOLDERS’ DEFICIT:
	Class A common stock; $.001 par value; 1.75 billion shares authorized; 400,398,208 shares issued and outstanding				—				—				—
	Class B common stock; $.001 par value; 750 million shares authorized; 50,000 shares issued and outstanding				—				—				—
	Preferred stock; $.001 par value; 250 million shares authorized; no non-redeemable shares issued and outstanding				—				—				—
	Additional paid-in capital				5,324				—				5,324
	Accumulated deficit				(12,221	)			(134	)			(12,355	)
	Accumulated other comprehensive income				48				—				48
		Total shareholders’ deficit			(6,849	)			(134	)			(6,983	)
		Total liabilities and shareholders’ deficit		$	15,051			$	(11	)		$	15,040

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(a)

Adjustment to cash represents the use of cash to pay accrued interest and financing fees. Adjustment to other noncurrent assets represents the net effect of the write-off of the net book value of deferred financing fees related to the Old Notes and the addition of deferred financing fees related to the New Notes. Adjustment to accounts payable and accrued expenses represents payment of accrued interest related to the Old Notes, the short-term portion of the embedded derivative related to the New Notes, and the elimination of the short-term portion of the embedded derivative related to the Old Notes. Adjustment to other long-term liabilities represents the long-term portion of the embedded derivative related to the New Notes, and the elimination of the long-term portion of the embedded derivative related to the Old Notes. Adjustment to shareholders’ deficit represents the loss expected to be recognized on the Exchange Offer. Adjustment to long-term debt is detailed below (in millions).

Fair value of the New Notes issued		$	449
Accreted value of the Old Notes			(308	)
Embedded derivative requiring bifurcation			(124	)
Net increase in long-term debt		$	17

	Using the maximum Average Price would increase pro forma debt by $126 million and pro forma shareholders’ deficit by $167 million. Using the minimum Average Price would decrease pro forma debt by $77 million and pro forma shareholders’ deficit by $106 million.

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			Year Ended December 31,																				Six Months Ended June 30,
			2002				2003				2004				2005				2006				2006				2007
			(Dollars in millions, except per share and share data)
Statement of Operations Data:
Revenues			$	4,377			$	4,616			$	4,760			$	5,033			$	5,504			$	2,703			$	2,924
	Operating (excluding depreciation and amortization)			1,736				1,873				1,994				2,203				2,438				1,215				1,278
	Selling, general and administrative			932				909				965				1,012				1,165				551				620
	Depreciation and amortization			1,364				1,396				1,433				1,443				1,354				690				665
	Impairment of franchises			4,220				—				2,297				—				—				—				—
	Asset impairment charges			—				—				—				39				159				99				—
	Other operating (income) expenses, net			39				(46	)			13				32				21				10				5
				8,291				4,132				6,702				4,729				5,137				2,565				2,568
Operating income (loss) from continuing operations				(3,914	)			484				(1,942	)			304				367				138				356
Interest expense net				(1,503	)			(1,557	)			(1,670	)			(1,789	)			(1,887	)			(943	)			(935	)
Gain (loss) on extinguishment of debt and preferred stock				—				267				(31	)			521				101				(27	)			(35	)
Other income (expense), net				(119	)			49				49				72				24				18				4
Loss from continuing operations before minority interest, income taxes and cumulative effect of accounting change				(5,536	)			(757	)			(3,594	)			(892	)			(1,395	)			(814	)			(610	)
Minority interest				2,958				394				19				1				(4	)			(1	)			(3	)
Loss from continuing operations before income taxes and cumulative effect of accounting change				(2,578	)			(363	)			(3,575	)			(891	)			(1,399	)			(815	)			(613	)
Income tax benefit (expense)				474				122				134				(112	)			(187	)			(60	)			(128	)
Loss from continuing operations before cumulative effect of accounting change				(2,104	)			(241	)			(3,441	)			(1,003	)			(1,586	)			(875	)			(741	)
Income (loss) from discontinued operations, net of tax				(204	)			3				(135	)			36				216				34				—
Loss before cumulative effect of accounting change				(2,308	)			(238	)			(3,576	)			(967	)			(1,370	)			(841	)			(741	)
Cumulative effect of account change, net of tax				(206	)			—				(765	)			—				—				—				—
Net loss				(2,514	)			(238	)			(4,341	)			(967	)			(1,370	)			(841	)			(741	)
Dividends on preferred stock — redeemable				(3	)			(4	)			(4	)			(3	)			—				—				—
Net loss applicable to common stock			$	(2,517	)		$	(242	)		$	(4,345	)		$	(970	)		$	(1,370	)		$	(841	)		$	(741	)

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			Year Ended December 31,																				Six Months Ended June 30,
			2002				2003				2004				2005				2006				2006				2007
			(Dollars in millions, except per share and share data)
Loss per common share, basic and diluted:
	Loss from continuing operations before cumulative effect of accounting change		$	(7.16	)		$	(0.83	)		$	(11.47	)		$	(3.24	)		$	(4.78	)		$	(2.76	)		$	(2.02	)
	Net loss		$	(8.55	)		$	(0.82	)		$	(14.47	)		$	(3.13	)		$	(4.13	)		$	(2.65	)		$	(2.02	)
Weighted average common shares outstanding, basic and diluted				294,490,261				294,647,519				300,341,877				310,209,047				331,941,788				317,581,492				366,855,427
Other Data:
	Deficiencies of earnings to cover fixed charges(a)		$	5,944			$	725			$	3,698			$	853			$	1,157			$	776			$	610
Balance Sheet Data (end of period):
Cash and cash equivalents			$	321			$	127			$	650			$	21			$	60			$	56			$	81
Total assets				22,384				21,364				17,673				16,431				15,100				16,145				15,051
Long-term debt				18,671				18,647				19,464				19,388				19,062				19,860				19,576
Note payable — related party				—				—				—				49				57				53				61
Minority interest(b)				1,050				689				648				188				192				189				195
Shareholder’s equity (deficit)				41				(175	)			(4,406	)			(4,920	)			(6,219	)			(5,762	)			(6,849	)

(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 preferred membership interests in our indirect subsidiary, CC VIII, and since June 6, 2003, the pro rata share of the profits and losses of CC VIII. This preferred membership interest arises from approximately $630 million of preferred membership units issued by CC VIII in connection with an acquisition in February 2000. As part of the Private Exchange, CCHC contributed its 70% interest in the 24,273,943 Class A preferred membership units (collectively, the “CC VIII interest”) to CCH I. Reported losses allocated to minority interest on the statement of operations are limited to the extent of any remaining minority interest on the balance sheet related to Charter Holdco. Because minority interest in Charter Holdco was substantially eliminated at December 31, 2003, beginning in 2004, Charter began to absorb substantially all losses before income taxes that otherwise would have been allocated to minority interest. Under our existing capital structure, Charter will absorb all future losses for Generally Accepted Accounting Principles purposes.

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	•	the April 2007 redemption of $187 million of Charter Holdings notes and $550 million of CCO Holdings senior floating rate notes;
	•	the April 2007 exchange of $97 million of Charter Holdings notes for $100 million of total consideration, including premiums and accrued interest;
	•	the March 2007 refinancing of our existing credit facilities and a $350 million third lien term loan at CCO Holdings, LLC;
	•	the September 2006 exchanges by Charter Holdings, CCH I, CCH I Capital Corp., CCH II, and CCH II Capital Corp., of approximately $797 million in total principal amount of outstanding debt securities of Charter Holdings in a private placement for CCH I and CCH II new debt securities;
	•	the September 2006 exchange by Charter, CCHC, CCH II, and CCH II Capital Corp., of $450 million in total principal amount of Charter’s 5.875% convertible senior notes due 2009 for cash, shares of Charter’s Class A common stock and CCH II new debt securities;
	•	the January 2006 issuance and sale by CCH II of an additional $450 million principal amount of CCH II notes; and
	•	the completed disposition of certain assets for total proceeds of $1.0 billion.

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				Principal Amount of New
Average Price of				Notes to be Issued per				Terms of the New Notes
Charter’s Class A				$1,000 Principal Amount
Common Stock				of Old Notes Tendered				Conversion Price				Conversion Rate
$	2.00			$	1,110.62			$	2.80				357.1429
$	2.20			$	1,173.25			$	3.08				324.6753
$	2.40			$	1,239.65			$	3.36				297.6190
$	2.60			$	1,309.13			$	3.64				274.7253
$	2.80			$	1,381.10			$	3.92				255.1020
$	3.00			$	1,451.68			$	4.20				238.0952
$	3.20			$	1,521.73			$	4.48				223.2143
$	3.40			$	1,592.26			$	4.76				210.0840
$	3.60			$	1,662.60			$	5.04				198.4127
$	3.80			$	1,733.33			$	5.32				187.9699
$	4.00			$	1,802.82			$	5.60				178.5714
$	4.20			$	1,872.80			$	5.88				170.0680
$	4.35			$	1,923.50			$	6.09				164.2036

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	•	to waive any and all conditions to the Exchange Offer;
	•	to extend the Exchange Offer;
	•	to terminate the Exchange Offer, but only if any condition to the Exchange Offer is not satisfied (see “— Conditions to the Exchange Offer”); or
	•	otherwise to amend the Exchange Offer in any respect.

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	•	complete, sign and date the Letter of Transmittal, or a facsimile thereof, in accordance with the instructions in the Letter of Transmittal, including guaranteeing the signatures to the Letter of Transmittal, if required, and mail or otherwise deliver the Letter of Transmittal or a facsimile thereof, to the Exchange Agent at one of its addresses listed on the back cover page of this Exchange Offer Prospectus, for receipt on or prior to the Expiration Date; or
	•	comply with the ATOP procedures for book-entry transfer described below on or prior to the Expiration Date.

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	Book-Entry Delivery Procedures for Tendering Old Notes Held with DTC

	•	inform your nominee of your interest in tendering your Old Notes pursuant to the Exchange Offer; and
	•	instruct your nominee to tender all Old Notes you wish to be tendered in the Exchange Offer into the Exchange Agent’s account at DTC on or prior to the Expiration Date.

	Proper Execution and Delivery of the Letter of Transmittal

	(1) a bank;
	(2) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;
	(3) a credit union;
	(4) a national securities exchange, registered securities association or clearing agency; or
	(5) a savings institution that is a participant in a Securities Transfer Association recognized program.

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	•	specify the name of the person who tendered the Old Notes to be withdrawn;
	•	contain the description of the Old Notes to be withdrawn and the aggregate principal amount represented by such Old Notes; and
	•	be signed by the Holder of such Old Notes in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees), if any, or be accompanied by (x) documents of transfer sufficient to have the Trustee register the transfer of the Old Notes to the name of the person withdrawing such Old Notes and (y) a properly completed irrevocable proxy that authorized such person to effect such revocation on behalf of such Holder.

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	(1) the Average Price is more than or equal to $2.00 or less than or equal to $4.35;
	(2) at least $75,000,000 aggregate principal amount of Old Notes shall have been validly tendered and not validly withdrawn as of the expiration of the Exchange Offer;
	(3) there shall have been instituted, threatened or be pending any action or proceeding (or there shall have been any material adverse development to any action or proceeding currently instituted, threatened or pending) before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Exchange Offer that, in the Offeror’s reasonable judgment, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities of Charter and its subsidiaries, taken as a whole, or (b) would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer;
	(4) an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the Offeror’s reasonable judgment, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities of Charter and its subsidiaries, taken as a whole, or (b) would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer;
	(5) there shall have occurred or be likely to occur any event affecting the business or financial affairs of Charter and its subsidiaries that, in the Offeror’s reasonable judgment, would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer;
	(6) the Trustee shall have objected in any respect to, or taken action that could, in the Offeror’s reasonable judgment, adversely affect the consummation of, the Exchange Offer or shall have taken any action that challenges the validity or effectiveness of the procedures used by us in the making of the Exchange Offer or the acceptance for exchange of, or payment of Exchange Consideration in respect of, Old Notes tendered pursuant to the Exchange Offer; or
	(7) there has occurred (a) any general suspension of, or limitation on prices for, trading in securities in the United States securities or financial markets, (b) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or other major financial markets, (c) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the Offeror’s reasonable judgment, might affect the extension of credit by banks or other lending institutions, (d) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States or (e) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

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		June 30, 2007								December 31, 2006								Semi-Annual
																		Interest
		Principal				Accreted				Principal				Accreted				Payment				Maturity
		Amount				Value(a)				Amount				Value(a)				Dates				Date(b)
Charter Communications, Inc.:
5.875% convertible senior notes due 2009(c)		$	413			$	411			$	413			$	408				5/16 & 11/16				11/16/2009
Charter Holdings:
8.250% senior notes due 2007			—				—				105				105				4/1 & 10/1				4/1/2007
8.625% senior notes due 2009			—				—				187				187				4/1 & 10/1				4/1/2009
10.000% senior notes due 2009			88				88				105				105				4/1 & 10/1				4/1/2009
10.750% senior notes due 2009			63				63				71				71				4/1 & 10/1				10/1/2009
9.625% senior notes due 2009			37				37				52				52				5/15 & 11/15				11/15/2009
10.250% senior notes due 2010			18				18				32				32				1/15 & 7/15				1/15/2010
11.750% senior discount notes due 2010			16				16				21				21				1/15 & 7/15				1/15/2010
11.125% senior notes due 2011			47				47				52				52				1/15 & 7/15				1/15/2011
13.500% senior discount notes due 2011			60				60				62				62				1/15 & 7/15				1/15/2011
9.920% senior discount notes due 2011			51				51				63				63				4/1 & 10/1				4/1/2011
10.000% senior notes due 2011			69				69				71				71				5/15 & 11/15				5/15/2011
11.750% senior discount notes due 2011			54				54				55				55				5/15 & 11/15				5/15/2011
12.125% senior discount notes due 2012			75				75				91				91				1/15 & 7/15				1/15/2012
CIH(a):
11.125% senior notes due 2014			151				151				151				151				1/15 & 7/15				1/15/2014
13.500% senior discount notes due 2014			581				581				581				581				1/15 & 7/15				1/15/2014
9.920% senior discount notes due 2014			471				471				471				471				4/1 & 10/1				4/1/2014
10.000% senior notes due 2014			299				299				299				299				5/15 & 11/15				5/15/2014
11.750% senior discount notes due 2014			815				815				815				815				5/15 & 11/15				5/15/2014
12.125% senior discount notes due 2015			217				217				217				216				1/15 & 7/15				1/15/2015
CCH I(a):
11.00% senior notes due 2015			3,987				4,087				3,987				4,092				4/1 & 10/1				10/1/2015
CCH II(a):
10.250% senior notes due 2010			2,198				2,190				2,198				2,190				3/15 & 9/15				9/15/2010
10.250% senior notes due 2013			250				261				250				262				4/1 & 10/1				10/1/2013
CCO Holdings:
Senior floating notes due 2010			—				—				550				550				3/15, 6/15,				12/15/2010
																			9/15 &12/15
83/4% senior notes due 2013			800				795				800				795				5/15 & 11/15				11/15/2013
Credit facility			350				350				—				—								9/6/2014
Charter Operating:
8% senior second-lien notes due 2012			1,100				1,100				1,100				1,100				4/30 & 10/30				4/30/2012
83/8% senior second-lien notes due 2014			770				770				770				770				4/30 & 10/30				4/30/2014
Credit facility			6,500				6,500				5,395				5,395								varies
		$	19,480	(d)		$	19,576	(d)		$	18,964	(d)		$	19,062	(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 except as follows. Certain of the CIH notes, CCH I notes and CCH II notes issued in exchange for Charter Holdings notes and Charter Old Notes in 2006 and 2005 are recorded for financial reporting purposes at values different from the current accreted value for legal purposes and notes indenture purposes (the amount that is currently payable if the debt becomes immediately due). As of June 30, 2007 and December 31, 2006, the

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	accreted value of Charter’s debt for legal purposes and notes indenture purposes is approximately $19.4 billion and $18.8 billion, respectively.
(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 Old Notes, 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 Old Notes are redeemable if the closing price of Charter Class A common stock exceeds the conversion price by certain percentages as described below.
(c)	The Old Notes are convertible at the option of the holders into shares of Charter Class A common stock at a conversion rate, subject to certain adjustments, of 413.2231 shares, respectively, per $1,000 principal amount of notes, which is equivalent to a price of $2.42 per share. Certain anti-dilutive provisions cause adjustments to occur automatically upon the occurrence of specified events. Additionally, the conversion rate may be adjusted by us under certain circumstances.
(d)	Not included within total long-term debt is the $61 million and $57 million CCHC note at June 30, 2007 and December 31, 2006, respectively, which is included in “note payable-related party” on Charter’s accompanying consolidated balance sheets.

	•	term facilities with a total principal amount of $6.5 billion, which are repayable in equal quarterly installments, commencing March 31, 2008, aggregating in each loan year to 1% of the original amount of the term facility, with the remaining balance due at final maturity on March 6, 2014; and
	•	a revolving credit facility, in a total amount of $1.5 billion, with a maturity date on March 6, 2013.

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	Charter Operating Credit Agreement

	•	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,

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	•	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, and
	•	Charter Operating ceasing to be a wholly-owned direct subsidiary of CCO Holdings, except in certain very limited circumstances.

	CCO Holdings Credit Agreement

	Charter Communications, Inc. 5.875% Convertible Senior Notes due 2009

	CCHC, LLC Note

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	Charter Communications Holdings, LLC Notes

	CCH I Holdings, LLC Notes

	CCH I, LLC Notes

	CCH II, LLC Notes

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	CCO Holdings, LLC Notes

	Charter Communications Operating, LLC Notes

	•	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 notes, the outstanding CCH I notes, the outstanding CIH notes, the outstanding Charter Holdings notes and the outstanding Charter convertible senior notes;
	•	senior in right of payment to any future subordinated indebtedness of such guarantor; and
	•	effectively senior to the relevant subsidiary’s unsecured indebtedness, to the extent of the value of the collateral but subject to the prior lien of the credit facilities.

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

				Percentage of
Note Series		Redemption Dates		Principal
Charter Holdings:
10.000% senior notes due 2009		Not callable			N/A
10.750% senior discount notes due 2009		Not callable			N/A
9.625% senior notes due 2009		Not callable			N/A
10.250% senior notes due 2010		January 15, 2007 — January 14, 2008			101.708%
		Thereafter			100.000%
11.750% senior discount notes due 2010		January 15, 2007 — January 14, 2008			101.958%
		Thereafter			100.000%
11.125% senior notes due 2011		January 15, 2007 — January 14, 2008			103.708%
		January 15, 2008 — January 14, 2009			101.854%
		Thereafter			100.000%
13.500% senior discount notes due 2011		January 15, 2007 — January 14, 2008			104.500%
		January 15, 2008 — January 14, 2009			102.250%
		Thereafter			100.000%
9.920% senior discount notes due 2011		March 31, 2007 and Thereafter			100.000%
10.000% senior notes due 2011		May 15, 2007 — May 14, 2008			103.333%
		May 15, 2008 — May 14, 2009			101.667%
		Thereafter			100.000%
11.750% senior discount notes due 2011		May 15, 2007 — May 14, 2008			103.917%
		May 15, 2008 — May 14, 2009			101.958%
		Thereafter			100.000%

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				Percentage of
Note Series		Redemption Dates		Principal
12.125% senior discount notes due 2012		January 15, 2007 — January 14, 2008			106.063%
		January 15, 2008 — January 14, 2009			104.042%
		January 15, 2009 — January 14, 2010			102.021%
		Thereafter			100.000%
CIH:
11.125% senior discount notes due 2014		September 30, 2007 — January 14, 2008			103.708%
		January 15, 2008 — January 14, 2009			101.854%
		Thereafter			100.000%
13.500% senior discount notes due 2014		September 30, 2007 — January 14, 2008			104.500%
		January 15, 2008 — January 14, 2009			102.250%
		Thereafter			100.000%
9.920% senior discount notes due 2014		September 30, 2007 — Thereafter			100.000%
10.000% senior discount notes due 2014		September 30, 2007 — May 14, 2008			103.333%
		May 15, 2008 — May 14, 2009			101.667%
		Thereafter			100.000%
11.750% senior discount notes due 2014		September 30, 2007 — May 14, 2008			103.917%
		May 15, 2008 — May 14, 2009			101.958%
		Thereafter			100.000%
12.125% senior discount notes due 2015		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			100.000%
CCH I:
11.000% senior notes due 2015*		October 1, 2010 — September 30, 2011			105.500%
		October 1, 2011 — September 30, 2012			102.750%
		October 1, 2012 — September 30, 2013			101.375%
		Thereafter			100.000%
CCH II:
10.250% senior notes due 2010		September 15, 2008 — September 14, 2009			105.125%
		Thereafter			100.000%
10.250% senior notes due 2013**		October 1, 2010 — September 30, 2011			105.125%
		October 1, 2011 — September 30, 2012			102.563%
		Thereafter			100.000%
CCO Holdings:
83/4% senior notes due 2013		November 15, 2008 — November 14, 2009			104.375%
		November 15, 2009 — November 14, 2010			102.917%
		November 15, 2010 — November 14, 2011			101.458%
		Thereafter			100.000%

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				Percentage of
Note Series		Redemption Dates		Principal
Charter Operating:
8% senior second-lien notes due 2012		Any time			***
83/8% senior second-lien notes due 2014		April 30, 2009 — April 29, 2010			104.188%
		April 30, 2010 — April 29, 2011			102.792%
		April 30, 2011 — April 29, 2012			101.396%
		Thereafter			100.000%

*	CCH I may, prior to October 1, 2008 in the event of a qualified equity offering providing sufficient proceeds, redeem up to 35% of the aggregate principal amount of the CCH I notes at a redemption price of 111% of the principal amount plus accrued and unpaid interest.
**	CCH II may, prior to October 1, 2009 in the event of a qualified equity offering providing sufficient proceeds, redeem up to 35% of the aggregate principal amount of the CCH II notes at a redemption price of 110.25% of the principal amount plus accrued and unpaid interest.
***	Charter Operating may, at any time and from time to time, at their option, redeem the outstanding 8% second lien notes due 2012, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus the Make-Whole Premium. The Make-Whole Premium is an amount equal to the excess of (a) the present value of the remaining interest and principal payments due on a 8% senior second-lien notes due 2012 to its final maturity date, computed using a discount rate equal to the Treasury Rate on such date plus 0.50%, over (b) the outstanding principal amount of such Note.

	•	incur indebtedness;
	•	pay dividends or make distributions in respect of capital stock and other restricted payments;
	•	issue equity;
	•	make investments;
	•	create liens;
	•	sell assets;
	•	consolidate, merge, or sell all or substantially all assets;
	•	enter into sale leaseback transactions;
	•	create restrictions on the ability of restricted subsidiaries to make certain payments; or
	•	enter into transactions with affiliates.

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Issuer		Leverage Ratio
Charter Holdings			8.75 to 1
CIH			8.75 to 1
CCH I			7.5 to 1
CCH II			5.5 to 1
CCOH			4.5 to 1
CCO			4.25 to 1

	•	up to an amount of debt under credit facilities not otherwise allocated as indicated below:

	•	Charter Holdings: $3.5 billion
	•	CIH, CCH I, CCH II and CCO Holdings: $9.75 billion
	•	Charter Operating: $6.8 billion

	•	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;
	•	Charter Holdings and CIH may incur additional debt in an amount equal to 200% of proceeds of new cash equity proceeds received since March 1999, the date of our first indenture, and not allocated for restricted payments or permitted investments (the “Equity Proceeds Basket”); 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: the sum of 100% of Charter Holdings’ Consolidated EBITDA, as defined, minus 1.2 times its Consolidated Interest Expense, as defined, plus 100% of new cash and appraised non-cash equity proceeds received by Charter Holdings and not allocated to the debt incurrence

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		covenant or to permitted investments, all cumulatively from March 1999, the date of the first Charter Holdings indenture, plus $100 million;
	•	CIH: the sum of the greater of (a) $500 million or (b) 100% of CIH’s Consolidated EBITDA, as defined, minus 1.2 times its Consolidated Interest Expense, as defined, plus 100% of new cash and appraised 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;
	•	CCH I: the sum of 100% of CCH I’s Consolidated EBITDA, as defined, minus 1.3 times its Consolidated Interest Expense, as defined, plus 100% of new cash and appraised non-cash equity proceeds received by CCH I and not allocated to certain investments, all cumulative from September 28, 2005, plus $100 million;
	•	CCH II: the sum of 100% of CCH II’s Consolidated EBITDA, as defined, minus 1.3 times its Consolidated Interest Expense, as defined, plus 100% of new cash and appraised non-cash equity proceeds received by CCH II and not allocated to certain investments, cumulatively from July 1, 2003, plus $100 million;
	•	CCO Holdings: the sum of 100% of CCO Holdings’ Consolidated EBITDA, as defined, minus 1.3 times its Consolidated Interest Expense, as defined, plus 100% of new cash and appraised non-cash equity proceeds received by CCO Holdings and not allocated to certain investments, cumulatively from October 1, 2003, plus $100 million; and
	•	Charter Operating: the sum of 100% of Charter Operating’s Consolidated EBITDA, as defined, minus 1.3 times its Consolidated Interest Expense, as defined, plus 100% of new cash and appraised non-cash equity proceeds received by Charter Operating and not allocated to certain investments, cumulatively from April 1, 2004, 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 the applicable issuer or its restricted subsidiaries; or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments in and generally among restricted subsidiaries or by restricted subsidiaries in the applicable issuer;

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	•	For Charter Holdings:

	•	investments in productive assets (including through equity investments) aggregating up to $150 million since March 1999;
	•	other investments aggregating up to $50 million since March 1999; and
	•	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;

	•	For CIH:

	•	investments aggregating up to $750 million at any time outstanding;
	•	investments aggregating up to 100% of new cash equity proceeds received by CIH since March 1999 and not allocated to the debt incurrence or restricted payments covenant (as if CIH had been in existence at all times during such periods);

	•	For CCH I:

	•	investments aggregating up to $750 million at any time outstanding;
	•	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;

	•	For CCH II:

	•	investments aggregating up to $750 million at any time outstanding;
	•	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;

	•	For CCO Holdings:

	•	investments aggregating up to $750 million at any time outstanding;
	•	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;

	•	For Charter Operating:

	•	investments aggregating up to $750 million at any time outstanding;
	•	investments aggregating up to 100% of new cash equity proceeds received by CCO Holdings since April 27, 2004 to the extent the proceeds have not been allocated to the restricted payments covenant.

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	(1) at all times the number of shares of common stock outstanding will be equal to the number of Charter Holdco common membership units owned by Charter.
	(2) Charter will not hold any assets other than, among other allowable assets:

	•	working capital and cash held for the payment of current obligations and receivables from Charter Holdco;
	•	common membership units of Charter Holdco; and
	•	obligations and equity interests of Charter Holdco that correspond to obligations and equity interests issued by Charter;

	(3) Charter will not borrow any money or enter into any capital lease unless Charter Holdco enters into the same arrangements with Charter so that Charter’s liability flows through to Charter Holdco.

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	•	each Class A common shareholder is entitled to one vote per share; and
	•	each Class B common shareholder is entitled to a number of votes based on the number of outstanding Class B common stock and Charter Holdco membership units exchangeable for Class B common stock. For example, Mr. Allen is entitled to ten votes for each share of Class B common stock held by him or his affiliates and ten votes for each membership unit held by him or his affiliates; and
	•	the Class B common shareholders have the sole power to vote to amend or repeal the provisions of the Restated Certificate of Incorporation of Charter relating to:

	(1) the activities in which Charter may engage;
	(2) the required ratio of outstanding shares of common stock to outstanding membership units owned by Charter; and
	(3) the restrictions on the assets and liabilities that Charter may hold.

	•	The Class B common shareholders, voting separately as a class, are entitled to elect all but one member of our board of directors.
	•	Class A and Class B common shareholders, voting together as one class, are entitled to elect the remaining member of our board of directors who is not elected by the Class B common shareholders.
	•	Class A common shareholders and Class B common shareholders are not entitled to cumulate their votes in the election of directors.
	•	In addition, Charter may issue one or more series of preferred stock that entitle the holders of such preferred stock to elect directors.

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	•	the issuance of any Class B common stock other than to Mr. Allen and his affiliates and other than pursuant to specified stock splits and dividends;
	•	the issuance of any stock other than Class A common stock (and other than Class B common stock as described above); and
	•	the amendment, modification or repeal of any provision of the Restated Certificate of Incorporation of Charter relating to capital stock or the removal of directors.

	•	have the number of votes per share of Class B common stock described above;
	•	have the right to elect, voting separately as a class, all but one member of Charter’s board of directors, except for any directors elected separately by the holders of preferred stock; or
	•	have the right to vote as a separate class on matters that adversely affect the Class B common stock with respect to:

	(1) the issuance of equity securities of Charter other than the Class A common stock; or
	(2) the voting power of the Class B common stock.

	•	shares of Class A common stock may be paid only to holders of Class A common stock;
	•	shares of Class B common stock may be paid only to holders of Class B common stock; and
	•	the number of shares of each class of common stock payable per share of such class of common stock shall be equal in number.

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	•	20% of the sum of the values, calculated as of November 12, 1999, of the shares of Class B common stock directly or indirectly owned by Mr. Allen and his affiliates and the shares of Class B common stock for which outstanding Charter Holdco membership units directly or indirectly owned by Mr. Allen and his affiliates were exchangeable on that date; and
	•	5% of the sum of the values, calculated as of the measuring date, of shares of outstanding common stock and other equity interests in Charter and the shares of Charter common stock for which outstanding Charter Holdco membership units are exchangeable on such date.

	•	each class of common shareholders will receive per share the same kind and amount of capital stock, securities, cash and/or other property received by any other class of common shareholders, provided that any shares of capital stock so received may differ in a manner similar to the manner in which the shares of Class A common stock and Class B common stock differ; or
	•	each class of common shareholders, to the extent they receive a different kind (other than as described above) or different amount of capital stock, securities, cash and/or other property than that received by any other class of common shareholders, will receive for each share of common stock they hold, stock, securities, cash and/or either property having a value substantially equivalent to that received by such other class of common shareholders.

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	•	dividend rights and rates;
	•	conversion rights;
	•	voting rights;
	•	terms of redemption (including any sinking fund provisions) and redemption price or prices;
	•	liquidation preferences; and
	•	the number of shares constituting and the designation of such series.

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	•	the transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by Charter Holdco and is materially useful in its business as then conducted or proposed to be conducted;
	•	the transfer will not result in a material and adverse limitation or restriction on the operations of Charter Holdco and its subsidiaries taken as a whole;
	•	the proposed transferee agrees in writing to be bound by the limited liability company agreement; and
	•	except for a limited number of permitted transfers under the limited liability company agreement, the transfer has been approved by the manager in its sole discretion.

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	•	if and when CGML in its discretion terminates all or any portion of a loan at any time;
	•	if and when we terminate any or all of the outstanding loans upon a default by CGML under the Share Lending Agreement, including a breach by CGML of any of its representations and warranties, covenants or agreements under such agreement or the bankruptcy of CGML; or
	•	on the maturity date for the New Notes or, sooner, if and when all of the New Notes have been converted, repaid, redeemed or are otherwise no longer outstanding. We will not otherwise have the right to terminate any loan of Borrowed Shares.

	•	to pay to us an amount equal to any cash dividends that we pay on the Borrowed Shares, and
	•	to pay or deliver to us any other distribution, in liquidation or otherwise, that we make on the Borrowed Shares.

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	•	339,132,031 shares of Class A common stock are issuable upon conversion of Class B common stock issuable upon exchange of Charter Holdco membership units held by Vulcan Cable and CII. These membership units are exchangeable for shares of Class B common stock on a one-for-one basis. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis.
	•	30,316,305 shares of Class A common stock are issuable upon the exchange of Charter Holdco membership units issuable in exchange for a subordinated exchangeable note of CCHC with an initial accreted value of $48 million, accreting at 14%, compounded quarterly, with a 15-year maturity. The note is exchangeable, at Charter Investment, Inc.’s option, at any time, for Holdco membership units at a rate equal to then accreted value, divided by $2.00.
	•	50,000 shares of Class A common stock will be issuable upon conversion of outstanding Class B common stock on a one-for-one basis.
	•	Up to 90,000,000 shares of Class A common stock (or units exchangeable for Class A common stock) are authorized for issuance pursuant to Charter’s 2001 Stock Incentive Plan and 1999 Charter Communications Option Plan. At June 30, 2007, 4,529,237 shares had been issued under the plans upon exercise of options, 3,740,726 shares had been issued upon vesting of restricted stock grants, and 2,230,271 shares are subject to future vesting under restricted stock agreements. Of the remaining 79,499,766 shares covered by the plans, as of June 30, 2007, 26,575,828 were subject to outstanding options (43% of which were vested), and there were 21,149,555 performance units granted under Charter’s long-term incentive program, which will vest on the third anniversary of the date of grant conditional upon Charter’s performance against financial targets approved by the board of directors at the time of the awards. As of June 30, 2007, 34,842,212 shares remained available for future grant under the plans.
	•	42,613,636 shares of Class A common stock are issuable upon conversion of the Old Notes assuming 75% of the Old Notes are tendered in this Exchange Offer.
	•	106,931,769 shares of Class A common stock are expected to be issuable upon conversion of the New Notes assuming 75% of the Old Notes are tendered in the Exchange Offer and assuming a conversion price of $4.20.

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	General

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	Cash Settlement Option

	Limitation on Beneficial Ownership

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	Redemption Make Whole Amount

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	Change of Control Make Whole Amount

		Stock Price as a Percentage of the Average Price
Effective Date		100%				115%				130%				145%				160%				175%				200%				225%				250%				300%				350%				400%				450%				500%				750%				1000%				1250%				1500%
October 1, 2007			40.00%				38.88%				32.17%				27.31%				23.71%				20.67%				17.09%				14.62%				12.85%				10.36%				8.81%				7.63%				6.77%				6.11%				4.01%				2.85%				2.13%				1.63%
October 1, 2008			40.00%				37.48%				30.53%				25.54%				21.88%				19.14%				15.61%				13.21%				11.50%				9.32%				7.86%				6.77%				5.98%				5.37%				3.49%				2.46%				1.82%				1.38%
October 1, 2009			40.00%				35.05%				28.07%				22.96%				19.26%				16.54%				13.35%				11.25%				9.68%				7.70%				6.43%				5.57%				4.94%				4.40%				2.80%				1.95%				1.43%				1.08%
October 1, 2010			40.00%				31.94%				24.63%				19.36%				15.80%				13.14%				10.27%				8.40%				7.16%				5.62%				4.67%				4.01%				3.53%				3.14%				1.96%				1.35%				0.99%				0.74%
October 1, 2011			40.00%				27.43%				19.29%				13.95%				10.48%				8.14%				5.82%				4.54%				3.79%				2.95%				2.46%				2.11%				1.85%				1.64%				1.01%				0.70%				0.51%				0.38%
October 1, 2012			40.00%				21.74%				7.69%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%				0.00%

	1. if the stock price is between two stock prices described in the table or the effective date is between two dates on the table, the percentage increase will be determined by straight-line interpolation between the percentage increases set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365 day year;
	2. if the stock price is in excess of 1500% of the Average Price (subject to adjustment as described above), no additional shares will be added to the conversion rate; and

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	3. if the stock price is less than the Average Price (subject to adjustment as described above), no additional shares will be added to the conversion rate.

	Conversion Rate Adjustments

	(1) the issuance of our Class A common stock as a dividend or distribution on our Class A common stock, or certain subdivisions and combinations of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		OS 1   OS 0

CR 0		=		the conversion rate in effect immediately prior to the ex-date for such dividend or distribution, or the effective date of such subdivisions or combinations of our Class A common stock, as the case may be
CR 1		=		the conversion rate in effect immediately after the ex-date for such dividend or distribution, or the effective date of such subdivisions or combinations of our Class A common stock, as the case may be
OS 0		=		the number of shares of our Class A common stock outstanding immediately prior to the ex-date for such dividend or distribution, or the effective date of such subdivisions or combinations of our Class A common stock, as the case may be
OS 1		=		the number of shares of our Class A common stock that would be outstanding immediately after the ex-date for such dividend or distribution, or the effective date of such subdivisions or combinations of our Class A common stock, as the case may be

(2) the issuance to all holders of our Class A common stock of certain rights or warrants to purchase our Class A common stock (or securities convertible into our Class A common stock) for a period expiring 45 days or less from the date of issuance of such rights or warrants at a price per share less than (or having a conversion price per share less than) the current market price of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula (provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration):

CR 1 = CR 0		×		OS 0 + X   OS 0 + Y

CR 0		=		the conversion rate in effect immediately prior to the ex-date for such distribution
CR 1		=		the conversion rate in effect immediately after the ex-date for such distribution
OS 0		=		the number of shares of our Class A common stock outstanding immediately prior to the ex-date for such distribution
X		=		the total number of shares of our Class A common stock issuable pursuant to such rights

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Y		=		the number of shares of our Class A common stock equal to the aggregate price payable to exercise such rights divided by the average of the sale prices of our Class A common stock for the 10 consecutive trading day period ending on the business day immediately preceding the ex-date for such distribution

(3) the dividend or other distribution to all holders of our Class A common stock of shares of our capital stock (other than Class A common stock) or evidences of our indebtedness or our assets (excluding (A) any dividend, distribution or issuance covered by clause (1) or (2) above and (B) any dividend or distribution paid exclusively in cash), in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		SP 0   SP 0 - FMV

CR 0		=		the conversion rate in effect immediately prior the ex-date for such distribution
CR 1		=		the conversion rate in effect immediately after the ex-date for such distribution
SP 0		=		the current market price
FMV		=		the fair market value (as determined by our board of directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of our Class A common stock on the ex-date for such distribution

In lieu of an adjustment pursuant to this clause (3), where there has been a payment of a dividend or other distribution on our Class A common stock or shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, which we refer to as a “spin-off,” the conversion rate in effect immediately before 5:00 p.m. New York City time, on the fifteenth trading day immediately following, and including, the effective date of the spin-off will be increased based on the following formula:

CR 1 = CR 0		×		FMV 0 + MP 0   MP 0

CR 0		=		the conversion rate in effect immediately prior to the fifteenth trading day immediately following, and including, the effective date of the spin-off
CR 1		=		the conversion rate in effect immediately after the fifteenth trading day immediately following, and including, the effective date of the spin-off
FMV 0		=		the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of our Class A common stock applicable to one share of our Class A common stock over the 10 consecutive trading day period immediately following, and including the fifth trading day immediately following the effective date of the spin-off
MP 0		=		the average of the last reported sale prices of our Class A common stock on the 10 consecutive trading day period immediately following, and including the fifth trading day immediately following the effective date of the spin-off

	(4) dividends or other distributions consisting exclusively of cash to all holders of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		SP 0   SP 0 - C

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CR 0		=		the conversion rate in effect immediately prior to the ex-date for such distribution
CR 1		=		the conversion rate in effect immediately after the ex-date for such distribution
SP 0		=		the current market price
C		=		the amount in cash per share we distribute to holders of our Class A common stock

(5) we or one or more of our subsidiaries make purchases of our Class A common stock pursuant to a tender offer or exchange offer by us or one of our subsidiaries for our Class A common stock to the extent that the cash and value of any other consideration included in the payment per share of our Class A common stock exceeds the current market price per share of our Class A common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		FMV + (SP 1 × OS 1 )   OS 0 × SP 1

CR 0		=		the conversion rate in effect on the expiration date
CR 1		=		the conversion rate in effect immediately after the expiration date
FMV		=		the fair market value (as determined by our board of directors) of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “purchased shares”)
OS 1		=		the number of shares of our Class A common stock outstanding immediately after the expiration date less any purchased shares
OS 0		=		the number of shares of our Class A common stock outstanding immediately after the expiration date plus any purchased shares
SP 1		=		the sale price of our Class A common stock on the trading day next succeeding the expiration date

	(6) someone other than us or one of our subsidiaries makes a payment in respect of a tender offer or exchange offer in which, as of the expiration date, our board of directors is not recommending rejection of the offer, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		FMV + (SP 1 × OS 1 )   OS 0 × SP 1

CR 0		=		the conversion rate in effect on the expiration date
CR 1		=		the conversion rate in effect immediately after the expiration date
FMV		=		the fair market value (as determined by our board of directors) of the aggregate consideration payable to our shareholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the expiration date
OS 1		=		the number of shares of our Class A common stock outstanding immediately after the expiration date less any purchased shares
OS 0		=		the number of shares of our Class A common stock outstanding immediately after the expiration date, including any purchased shares

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SP 1		=		the sale price of our Class A common stock on the trading day next succeeding the expiration date

	•	the tender offer or exchange offer is for an amount that increases the offeror’s ownership of Class A common stock to more than 25% of the total shares of Class A common stock outstanding; and
	•	the cash and value of any other consideration included in the payment per share of Class A common stock exceeds the sale price of our Class A common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer.

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	•	the certificate numbers of the New Notes to be repurchased, if they are in certificated form;
	•	the portion of the principal amount of the holder’s New Notes to be repurchased, which must be in principal amount of $1,000 or integral multiples thereof; and
	•	that the New Notes are to be repurchased by us pursuant to the applicable provisions of the New Notes and the indenture.

	•	the certificate numbers of the New Notes to be withdrawn, if they are in certificated form;
	•	the principal amount of the withdrawn New Notes; and
	•	the principal amount, if any, which remains subject to the repurchase notice, which must be in principal amount of $1,000 or integral multiples thereof.

	•	the New Note will cease to be outstanding;
	•	interest will cease to accrue; and
	•	all other rights of the holder will terminate, other than the right to receive the repurchase price upon delivery of the New Note.

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	•	the principal amount of the withdrawn New Notes;
	•	if certificated New Notes have been issued, the certificate number of the withdrawn New Notes (or, if your New Notes are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and
	•	the principal amount, if any, that remains subject to the fundamental change repurchase notice.

	•	the New Note will cease to be outstanding;
	•	interest will cease to accrue; and
	•	all other rights of the holder will terminate, other than the right to receive the fundamental change repurchase price upon delivery of the New Note.

(1) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than Paul G. Allen (“Mr. Allen”) and the Related Parties, becomes the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of more than 35% of the Voting Stock of Charter Communications, Inc., measured by voting power rather than number of shares, unless Mr. Allen and the Related Parties, collectively, beneficially own, directly or indirectly, a greater percentage of Voting Stock of Charter Communications, Inc., measured by voting power rather than number of shares, than such person;

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	(2) the consummation of any transaction, or event (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, merger of us or any sale, lease or other transfer of the consolidated assets of ours and our subsidiaries) or a series of related transactions or events pursuant to which our common stock is exchanged for, converted into or constitutes solely the right to receive cash, securities or other property more than 10% of the fair market value of which consists of cash, securities or other property that are not, or upon issuance will not be, traded or quoted on any U.S. national securities exchange;
	(3) the sale, transfer, conveyance, lease or other disposition (including by way of liquidation or dissolution, but excluding by way of merger or consolidation), in one or a series of related transactions, of the assets of Charter Communications, Inc. and its subsidiaries substantially as an entirety to any “person” or “group” as defined above;
	(4) the purchase by Mr. Allen or any Allen Affiliates in any transaction or series of transactions, of shares of our Class A common stock, which results in the aggregate number of shares of Class A common stock held by Mr. Allen and any Allen Affiliates exceeding 70% of the total number of shares of Class A common stock issued and outstanding (including any shares borrowed pursuant to the share lending agreement) at such time to the extent that the closing price per share of the Class A common stock for any five trading days within the period of the 10 consecutive trading days immediately after the later of the last date of such purchases or the public announcement of such purchases is less than 100% of the applicable conversion price of the New Notes in effect on each of those trading days; provided that the calculation of the number of shares of Class A common stock held by Mr. Allen and any Allen Affiliates will not include any share of our Class A common stock acquired by Mr. Allen or any Allen Affiliates as a result of service as a director on our Board of Directors or the exchange or conversion of membership units of Charter Holdco or shares of our Class B common stock or any securities exchangeable or convertible into shares of Class A common stock or issued in exchange (by merger or otherwise) for shares of a person that holds units of Charter Holdco;
	(5) the adoption of a plan relating to the liquidation or dissolution of Charter Holdco; or
	(6) continuing directors (as defined below in this section) cease to constitute at least a majority of our board of directors.

	(i) the spouse or an immediate family member, estate or heir of Mr. Allen; or
	(ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding an 80% or more controlling interest of which consist of Mr. Allen and/or such other persons referred to in the immediately preceding clause (i) or this clause (ii).

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	•	the surviving entity assumes all our obligations under the indenture and the New Notes;
	•	if as a result of such transaction the New Notes become convertible into common stock or other securities issued by a third party that is not the successor under the New Notes and the indenture, such third party fully and unconditionally guarantees all obligations of Charter Communications, Inc. or such successor under the New Notes and the indenture;
	•	at the time of such transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and
	•	an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer complies with the provisions of the indenture, have been delivered to the trustee.

	•	our failure to pay when due the principal on any of the New Notes at maturity, upon redemption or exercise of a repurchase right or otherwise;
	•	our failure to pay an installment of interest on any of the New Notes for 30 days after the date when due;
	•	our failure to deliver shares of our Class A common stock, or cash in lieu thereof, when due upon conversion of New Notes, together with cash in respect of any fractional shares and any Redemption Make Whole Amount, and that failure continues for 10 days;
	•	our failure for 30 days after written notice thereof has been given to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the New Notes then outstanding to comply with any of the other covenants or agreements in the indenture;
	•	our failure to make any payment under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our significant subsidiaries (or the payment of which is guaranteed by us or any of our significant subsidiaries) whether such indebtedness or guarantee now exists, or is created after the issue date, if that default:

	(i) 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
	(ii) results in the acceleration of such indebtedness prior to its express maturity,

	and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more;

	•	our failure to give timely notice of a fundamental change or of the anticipated effective date of a change of control transaction as described under “— Conversion Rights — Change of Control Make Whole Amount”; and
	•	certain events of our bankruptcy, insolvency or reorganization or of any significant subsidiary of ours.

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	•	in any payment on the New Notes;
	•	in respect of the failure to convert the New Notes; or
	•	in respect of the covenants or provisions in the indenture that may not be modified or amended without the consent of the holder of each New Note affected as described in “— Modification, Waiver and Meetings” below.

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	•	adding to our covenants for the benefit of the holders of New Notes;
	•	adding additional dates on which holders may require us to repurchase their New Notes;
	•	surrendering any right or power conferred upon us;
	•	providing for conversion rights of holders of New Notes if any reclassification or change of our Class A common stock or any consolidation, merger or sale of the consolidated assets of us and our subsidiaries substantially as an entirety occurs;
	•	providing for the assumption of our obligations to the holders of New Notes in the case of a merger, consolidation, conveyance, sale, transfer or lease;
	•	increasing the conversion rate in the manner described in the indenture, provided that the increase will not adversely affect the interests of holders of New Notes in any material respect;
	•	complying with the requirements of the SEC in order to maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;
	•	curing any ambiguity or correcting or supplementing any defective provision contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of our board of directors, adversely affect the interests of the holders of New Notes in any material respect; provided further that any amendment made solely to conform the provisions of the indenture to the description of the New Notes in this Exchange Offer Prospectus will not be deemed to adversely affect the interests of the holders of the New Notes;
	•	adding or modifying any other provisions which we and the trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of New Notes; or
	•	providing for the issuance of additional notes under the indenture.

	•	with the written consent of the holders of at least a majority in aggregate principal amount of the New Notes at the time outstanding; or
	•	by the adoption of a resolution at a meeting of holders at which a quorum is present by at least a majority in aggregate principal amount of the New Notes represented at such meeting.

	•	change the maturity of the principal of or any installment of interest on any New Note
	•	reduce the principal amount of, or any premium, if any, on any New Note;
	•	reduce the interest rate or amount of interest on any New Note;
	•	reduce the Redemption Make Whole Amount or otherwise modify the provisions of the indenture related thereto in a manner adverse to the holders of the New Notes;
	•	change the currency of payment of principal of, premium, if any, or interest on any New Note;
	•	impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any New Note;

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	•	except as otherwise permitted or contemplated by provisions of the indenture, impair or adversely affect the conversion rights of holders of the New Notes;
	•	adversely affect any repurchase option of holders;
	•	modify the redemption provisions of the indenture in a manner adverse to the holders of New Notes;
	•	reduce the percentage in aggregate principal amount of New Notes outstanding necessary to modify or amend the indenture or to waive any past default; or
	•	reduce the percentage in aggregate principal amount of New Notes outstanding required for any other waiver under the indenture.

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	•	an event of default under the Old Notes occurs and is continuing, and
	•	the trustee or the Holders of 25% in aggregate original principal amount of the Old Notes accelerate the Old Notes by declaring the accreted principal amount of the Old Notes to be immediately due and payable (by written consent, at a meeting of Old Note Holders or otherwise), except for the occurrence of an event of default relating to our bankruptcy, insolvency or reorganization, upon which the Old Notes will be accelerated automatically,

	•	first, to any accrued and unpaid interest on the Old Notes, and
	•	second, to the extent available, to the repayment of a portion of the principal amount of the Old Notes.

	•	an amount equal to the interest payment due with respect to the third interest payment would be distributed from the pledge account as accrued interest, and
	•	the balance of the proceeds of the pledge account would be distributed as a portion of the principal amount of the Old Notes.

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	General

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	Cash Settlement Option

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	Limitation on Beneficial Ownership

	Interest Make Whole Upon Conversion

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	Make Whole Amount and Public Acquirer Change of Control

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		Stock Price
		$2.16				$2.25				$2.50				$3.00				$3.50				$4.00				$4.50				$5.00
November 16, 2006			74.2				66.2				48.5				25.4				12.1				4.1				0.0				0.0
November 16, 2007			95.1				85.5				64.0				36.5				20.9				11.7				6.3				3.0
November 16, 2008			85.6				75.0				52.0				24.5				10.7				3.8				0.8				0.0
November 16, 2009			49.7				31.2				0.0				0.0				0.0				0.0				0.0				0.0

	(1) if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the additional premium will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365 day year;
	(2) if the stock price is in excess of $5.00 per share (subject to adjustment), no additional shares will be issued upon conversion; and
	(3) if the stock price is less than $2.16 per share (the last reported sale price of our Class A common stock on the date the Old Notes were priced) (subject to adjustment), no additional shares will be issued upon conversion.

	•	the conversion rate in effect immediately prior to the effective date of such change of control, times
	•	the average of the quotients obtained, for each trading day in the 10 consecutive trading day period commencing on the trading day next succeeding the effective date of such public acquirer change of control (the “valuation period”), of:

	(i) the “acquisition value” of our Class A common stock on each such trading day in the valuation period, divided by
	(ii) the closing sale price of the acquirer common stock on each such trading day in the valuation period.

	•	for any cash, 100% of the face amount of such cash,
	•	for any acquirer common stock or any other securities that are traded on a U.S. national securities exchange, 100% of the closing sale price of such acquirer common stock or other traded securities on each such trading day; and

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	•	for any other securities, assets or property, 102% of the fair market value of such security, asset or property on each such trading day, as determined by two independent nationally recognized investment banks selected by the trustee for this purpose.

	Conversion Rate Adjustments

	(1) the issuance of our Class A common stock as a dividend or distribution on our Class A common stock, or certain subdivisions and combinations of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		OS 1   OS 0

CR 0		=		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
OS 0		=		the number of shares of our Class A common stock outstanding at the close of business on the record date
OS 1		=		the number of shares of our Class A common stock outstanding that would be outstanding immediately after such event

(2) the issuance to all holders of our Class A common stock of certain rights or warrants to purchase our Class A common stock (or securities convertible into our Class A common stock) for a period expiring 45 days or less from the date of issuance of such rights or warrants at less than (or having a conversion price per share less than) the current market price of our Class A common stock; provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		OS 0 + X   OS 0 + Y

CR 0		=		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
OS 0		=		the number of shares of our Class A common stock outstanding at the close of business on the record date
X		=		the total number of shares of our Class A common stock issuable pursuant to such rights

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Y		=		the number of shares of our Class A common stock equal to the aggregate price payable to exercise such rights divided by the average of the sale prices of our Class A common stock for the ten consecutive trading days prior to the business day immediately preceding the announcement of the issuance of such rights

(3) the dividend or other distribution to all holders of our Class A common stock of shares of our capital stock (other than Class A common stock) or evidences of our indebtedness or our assets (excluding (A) any dividend, distribution or issuance covered by clause (1) or (2) above and (B) any dividend or distribution paid exclusively in cash), in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		SP 0   SP 0 - FMV

CR 0		=		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
SP 0		=		the current market price
FMV		=		the fair market value (as determined by our board of directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of our Class A common stock on the record date for such distribution

CR 1 = CR 0		×		FMV 0 + MP 0   MP 0

CR 0		=		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
FMV 0		=		the average of the sale prices of the capital stock or similar equity interest distributed to holders of our Class A common stock applicable to one share of our Class A common stock over the 10 trading days commencing on and including the fifth trading day after the date on which ‘ex-distribution trading’ commences for such dividend or distribution on The Nasdaq Global Market or such other national or regional exchange or market on which the securities are then listed or quoted
MP 0		=		the average of the sale prices of our Class A common stock over the 10 trading days commencing on and including the fifth trading day after the date on which ‘ex-distribution trading’ commences for such dividend or distribution on The Nasdaq Global Market or such other national or regional exchange or market on which the securities are then listed or quoted

	(4) dividends or other distributions consisting exclusively of cash to all holders of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		SP 0   SP 0 - C

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CR 0		=		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
SP 0		=		the current market price
C		=		the amount in cash per share we distribute to holders of our Class A common stock

(5) we or one or more of our subsidiaries make purchases of our Class A common stock pursuant to a tender offer or exchange offer by us or one of our subsidiaries for our Class A common stock to the extent that the cash and value of any other consideration included in the payment per share of our Class A common stock exceeds the current market price per share of our Class A common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		FMV + (SP 1 × OS 1 )   OS 0 × SP 1

CR 0		=		the conversion rate in effect on the expiration date
CR 1		=		the conversion rate in effect immediately after the expiration date
FMV		=		the fair market value (as determined by our board of directors) of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “purchased shares”)
OS 1		=		the number of shares of our Class A common stock outstanding immediately after the expiration date less any purchased shares
OS 0		=		the number of shares of our Class A common stock outstanding immediately after the expiration date, including any purchased shares
SP 1		=		the sale price of our Class A common stock on the trading day next succeeding the expiration date

	(6) someone other than us or one of our subsidiaries makes a payment in respect of a tender offer or exchange offer in which, as of the expiration date, our board of directors is not recommending rejection of the offer, in which event the conversion rate will be adjusted based on the following formula:

CR 1 = CR 0		×		FMV + (SP 1 × OS 1 )   OS 0 × SP 1

CR 0		=		the conversion rate in effect on the expiration date
CR 1		=		the conversion rate in effect immediately after the expiration date
FMV		=		the fair market value (as determined by our board of directors) of the aggregate consideration payable to our shareholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the expiration date
OS 1		=		the number of shares of our Class A common stock outstanding immediately after the expiration date less any purchased shares
OS 0		=		the number of shares of our Class A common stock outstanding immediately after the expiration date, including any purchased shares

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SP 1		=		the sale price of our Class A common stock on the trading day next succeeding the expiration date

	•	the tender offer or exchange offer is for an amount that increases the offeror’s ownership of Class A common stock to more than 25% of the total shares of Class A common stock outstanding; and
	•	the cash and value of any other consideration included in the payment per share of Class A common stock exceeds the sale price of our Class A common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer.

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	•	the original principal amount of the withdrawn Old Notes;
	•	if certificated Old Notes have been issued, the certificate number of the withdrawn Old Notes (or, if your Old Notes are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and
	•	the original principal amount, if any, that remains subject to the repurchase notice.

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	•	the Old Note will cease to be outstanding;
	•	interest will cease to accrue; and
	•	all other rights of the Holder will terminate, other than the right to receive the repurchase price upon delivery of the Old Note.

	(1) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than Paul G. Allen and Related Parties, becomes the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of more than 35% of the Voting Stock of Charter Communications, Inc., measured by voting power rather than number of shares, unless Mr. Allen and the Related Parties, collectively, beneficially own, directly or indirectly, a greater percentage of Voting Stock of Charter Communications, Inc., measured by voting power rather than number of shares, than such person;
	(2) the consummation of any transaction or event (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, merger of us or any sale, lease or other transfer of the consolidated assets of ours and our subsidiaries) or a series of related transactions or events pursuant to which our common stock is exchanged for, converted into or constitutes solely the right to receive cash, securities or other property more than 10% of the fair market value of which consists of cash, securities or other property that are not, or upon issuance will not be, traded on any U.S. national securities exchange;
	(3) the sale, transfer, conveyance, lease or other disposition (including by way of liquidation or dissolution, but excluding by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Charter Communications, Inc. and its subsidiaries, taken as a whole, to any “person” or “group” as defined above;
	(4) the purchase by Mr. Allen or any Allen Affiliates in any transaction or series of transactions, of shares of our Class A common stock, which results in the aggregate number of shares of Class A common stock held by Mr. Allen and any Allen Affiliates exceeding 70% of the total number of shares of Class A common stock issued and outstanding (including any shares borrowed pursuant to the share lending agreement) at such time to the extent that the closing price per share of the Class A common stock for any five trading days within the period of the ten consecutive trading days immediately after the later of the last date of such purchases or the public announcement of such purchases is less than 100% of the applicable conversion price of the Old Notes in effect on each of those trading days; provided that the calculation of the number of shares of Class A common stock

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	held by Mr. Allen and any Allen Affiliates will not include any share of our Class A common stock acquired by Mr. Allen or any Allen Affiliates as a result of the exchange or conversion of membership units of Charter Holdco or shares of our Class B common stock or any securities exchangeable or convertible into shares of Class A common stock or issued in exchange (by merger or otherwise) for shares of a Person that holds units of Charter Holdco.
	(5) the adoption of a plan relating to the liquidation or dissolution of Charter Holdco; or
	(6) continuing directors (as defined below in this section) cease to constitute at least a majority of our board of directors.

	(i) the spouse or an immediate family member, estate or heir of the Mr. Allen; or
	(ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding an 80% or more controlling interest of which consist of Mr. Allen and/or such other persons referred to in the immediately preceding clause (i) or this clause (ii).

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	•	the surviving entity assumes all our obligations under the indenture and the Old Notes;
	•	if as a result of such transaction the Old Notes become convertible into common stock or other securities issued by a third party that is not the successor under the Old Notes and the indenture, such third party fully and unconditionally guarantees all obligations of Charter Communications, Inc. or such successor under the Old Notes and the indenture;
	•	at the time of such transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and
	•	an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer complies with the provisions of the indenture, have been delivered to the trustee.

	•	our failure to pay when due the principal on any of the Old Notes at maturity, upon redemption or exercise of a repurchase right or otherwise;
	•	our failure to pay an installment of interest (including liquidated damages, if any) other than any deferred interest on any of the Old Notes for 30 days after the date when due; provided that a failure to make any of the first six scheduled interest payments on the original principal amount of the Old Notes on the applicable interest payment date will constitute an event of default with no grace or cure period (unless the failure to make such payment results from the failure by the trustee to release the relevant cash amount from the pledge account, provided that such failure is not caused by any act or omission by us);

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	•	our failure to deliver shares of our Class A common stock, or cash in lieu thereof, when due upon conversion of Old Notes, together with cash in respect of any fractional shares and any Early Conversion Make Whole Amount and any Redemption Make Whole Amount, upon conversion of an Old Note, and that failure continues for 10 days;
	•	our failure to comply with our obligations described under “— Covenant” when required and such failure continues for five days;
	•	our failure for 30 days after written notice thereof has been given to us by the trustee or to us and the trustee by the Holders of at least 25% in aggregate original principal amount of the Old Notes then outstanding to comply with any of the other covenants or agreements in the indenture;
	•	our failure to make any payment under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our significant subsidiaries (or the payment of which is guaranteed by us or any of our significant subsidiaries) whether such indebtedness or guarantee now exists, or is created after the issue date, if that default:

	(i) 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
	(ii) results in the acceleration of such indebtedness prior to its express maturity, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more;

	•	our failure to give timely notice of a fundamental change or of the anticipated effective date of a change of control transaction as described under “— Conversion Rights — Make Whole Amount and Public Acquirer Change of Control”; and
	•	certain events of our bankruptcy, insolvency or reorganization or any significant subsidiary of ours.

	•	in any payment on the Old Notes;
	•	in respect of the failure to convert the Old Notes; or

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	•	in respect of the covenants or provisions in the indenture that may not be modified or amended without the consent of the Holder of each Old Note affected as described in “— Modification, Waiver and Meetings” below.

	•	adding to our covenants for the benefit of the Holders of Old Notes;
	•	adding additional dates on which Holders may require us to repurchase their Old Notes;
	•	surrendering any right or power conferred upon us;
	•	providing for conversion rights of Holders of Old Notes if any reclassification or change of our Class A common stock or any consolidation, merger or sale of the consolidated assets of us and our subsidiaries substantially as an entirety occurs;
	•	providing for the assumption of our obligations to the Holders of Old Notes in the case of a merger, consolidation, conveyance, sale, transfer or lease;
	•	increasing the conversion rate in the manner described in the indenture, provided that the increase will not adversely affect the interests of Holders of Old Notes in any material respect;
	•	complying with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;
	•	making any changes or modifications to the indenture necessary in connection with the registration of the Notes under the Securities Act, as contemplated by the registration rights agreement, provided that this action does not adversely affect the interests of the Holders of the Old Notes in any material respect;

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	•	curing any ambiguity or correcting or supplementing any defective provision contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of our board of directors, adversely affect the interests of the Holders of Old Notes in any material respect; provided further that any amendment made solely to conform the provisions of the indenture to the description of the Old Notes in this Exchange Offer Prospectus will not be deemed to adversely affect the interests of the Holders of the Old Notes; or
	•	adding or modifying any other provisions which we and the trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of Old Notes.

	•	with the written consent of the Holders of at least a majority in aggregate original principal amount of the Old Notes at the time outstanding; or
	•	by the adoption of a resolution at a meeting of Holders at which a quorum is present by at least a majority in aggregate original principal amount of the Old Notes represented at such meeting.

	•	change the maturity of the principal of or any installment of interest on any Old Note (including any payment of liquidated damages);
	•	reduce the principal amount of, or any premium, if any, on any Old Note;
	•	reduce the interest rate or amount of interest (including any liquidated damages) on any Old Note;
	•	reduce the Early Conversion Make Whole Amount or the Redemption Make Whole Amount or otherwise modify the provisions of the indenture related thereto in a manner adverse to the Holders of the Old Notes;
	•	modify the provisions of the indenture relating to the Pledged Securities as described above under “— Security” in a manner adverse to the Holders of the Old Notes;
	•	other than as contemplated by the terms of the indenture, change the currency of payment of principal of, premium, if any, or interest on any Old Note;
	•	impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any Old Note;
	•	except as otherwise permitted or contemplated by provisions of the indenture concerning specified reclassifications or corporate reorganizations, impair or adversely affect the conversion rights of Holders of the Old Notes;
	•	adversely affect any repurchase option of holders;
	•	modify the redemption provisions of the indenture in a manner adverse to the holders of Old Notes;
	•	reduce the percentage in aggregate original principal amount of Old Notes outstanding necessary to modify or amend the indenture or to waive any past default; or
	•	reduce the percentage in aggregate original principal amount of Old Notes outstanding required for any other waiver under the indenture.

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	•	such interest is not effectively connected with such non-U.S. Holder’s conduct of a trade or business in the United States;
	•	the non-U.S. Holder does not actually or constructively own 10% or more of our capital or profits;
	•	the non-U.S. Holder is not a “controlled foreign corporation” that is, directly or indirectly, related to us through stock ownership;
	•	the non-U.S. Holder is not a bank whose receipt of interest on the new notes is described in Section 881(c)(3)(A) of the Code; and
	•	the non-U.S. Holder and/or each 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, in the chain between the non-U.S. Holder and the paying agent, complies with applicable identification requirements (generally by providing an IRS Form W-8) to establish that the holder is a non-U.S. Holder.

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	•	such gain is effectively connected with the non-U.S. Holder’s conduct of a trade or business in the United States (and, if a treaty applies, is attributable to the non-U.S. Holder’s permanent establishment or, in the case of an individual, a fixed base, in the United States); or
	•	in the case of a non-U.S. Holder that is an individual, such non-U.S. Holder is present in the United States for 183 days or more during the taxable year in which such sale, exchange, or other disposition occurs and certain other conditions are met.

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By Facsimile (Eligible Guarantor Institutions Only)		By Mail, Overnight Courier or Hand Delivery
(212) 430-3775 (provide call back telephone number on fax cover sheet for confirmation) Confirmation: (212) 430-3774		Global Bondholder Services Corporation 65 Broadway — Suite 723 New York, New York 10006 Attn: Corporate Actions

The Dealer Managers for the Exchange Offer are:
Citigroup Global Markets Inc.		Morgan Stanley & Co. Incorporated
390 Greenwich Street, 5th Floor		Liability Management Group
New York, New York 10013		1585 Broadway, Floor 04
Attn: Special Equity Transactions Group		New York, NY 10036
Collect: (212) 723-7406		(212) 761-1941
U.S. Toll-free: (877) 531-8365		Toll Free: (800) 624-1808

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	Indemnification Under the Restated Certificate of Incorporation and Bylaws of Charter Communications, Inc.

	Indemnification Under the Delaware General Corporation Law

	(i) for any breach of the director’s duty of loyalty to the corporation or its shareholders,
	(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

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	(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.

	Indemnification Under the Delaware Limited Liability Company Act

Item 21.	Exhibits and Financial Statement Schedules

Exhibit				Description
	1	.1*		Dealer Manager Agreement, dated August 29, 2007, by and between Charter Communications Holding Company, LLC, Citigroup and Morgan Stanley & Co. Incorporated
	3	.1(a)		Restated Certificate of Incorporation of Charter Communications, Inc. (Originally incorporated July 22, 1999) (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)).
	3	.1(b)		Certificate of Amendment of Restated Certificate of Incorporation of Charter Communications, Inc. filed May 10, 2001 (incorporated by reference to Exhibit 3.1(b) to the annual report of Form 10-K of Charter Communications, Inc. filed on March 29, 2002 (File No. 000-27927)).
	3	.1(c)		Form of Certificate of Amendment of Restated Certificate of Incorporation of Charter Communications, Inc. (incorporated by reference to Exhibit A to Preliminary Schedule 14C filed with the SEC on August 14, 2007).
	3	.2		Amended and Restated By-laws of Charter Communications, Inc. as of October 30, 2006 (incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on October 31, 2006 (File No. 000-27927)).
	4	.0		There have not been filed as exhibits to this Form S-4 certain long-term debt instruments, none of which relates to authorized indebtedness that exceeds 10% of the consolidated assets of the Registrant. The Registrant agrees to furnish the Commission upon its request a copy of any instrument defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries.
	4	.1(a)		Certificate of Designation of Series A Convertible Redeemable Preferred Stock of Charter Communications, Inc. and related Certificate of Correction of Certificate of Designation (incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	4	.1(b)		Certificate of Amendment of Certificate of Designation of Series A Convertible Redeemable Preferred Stock of Charter Communications, Inc. (incorporated by reference to Annex A to the Definitive Information Statement on Schedule 14C filed by Charter Communications, Inc. on December 12, 2005 (File No. 000-27927)).
	4	.2		Certificate of Designation of Series B Junior Preferred Stock of Charter Communications, Inc., as filed with the Secretary of State of the State of Delaware on August 14, 2007 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed by Charter Communications, Inc. on August 15, 2007 (File No. 000-27927)).

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Exhibit				Description
	4	.3		Indenture relating to the 5.875% convertible senior notes due 2009, dated as of November 2004, by and among Charter Communications, Inc. and Bank of New York Trust Company, N.A. as trustee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.4		5.875% convertible senior notes due 2009 Resale Registration Rights Agreement, dated November 22, 2004, by and among Charter Communications, Inc. and Citigroup Global Markets Inc. and Morgan Stanley and Co. Incorporated as representatives of the initial purchasers (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.5		Collateral Pledge and Security Agreement, dated as of November 22, 2004, by and between Charter Communications, Inc. and Bank of New York Trust Company, N.A. as trustee and collateral agent (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.6		Collateral Pledge and Security Agreement, dated as of November 22, 2004 among Charter Communications, Inc., Charter Communications Holding Company, LLC and Bank of New York Trust Company, N.A. as trustee and collateral agent (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.7**		Indenture relating to the 7.00% convertible senior notes due 2027, to be dated as of September 24, 2007, by and among Charter Communications, Inc. and Bank of New York Trust Company, N.A. as trustee.
	4	.8		Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on August 15, 2007 (File No. 000-27927)).
	4	.9		Rights Agreement, dated as of August 14, 2007, by and between Charter Communications, Inc. and Mellon Investor Services LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on August 15, 2007 (File No. 000-27927)).
	4	.10		Letter Agreement for Mirror Rights, dated as of August 14, 2007, by and among Charter Communications, Inc., Charter Investment, Inc., and Vulcan Cable III, Inc. (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on August 15, 2007 (File No. 000-27927)).
	5	.1*		Opinion of Gibson, Dunn & Crutcher regarding legality.
	8	.1*		Opinion of Gibson, Dunn & Crutcher regarding tax matters.
	10	.1		4.75% Mirror Note in the principal amount of $632.5 million dated as of May 30, 2001, made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation (incorporated by reference to Exhibit 4.5 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	10	.2		5.875% Mirror Convertible Senior Note due 2009, in the principal amount of $862,500,000 dated as of November 22, 2004 made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation (incorporated by reference to Exhibit 10.9 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	10	.3**		7.00% Mirror Convertible Senior Note due 2027, to be dated as of September 24, 2007 made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation.
	10	.4(a)		Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.3(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).

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Exhibit				Description
	10	.4(b)		First Supplemental Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of September 28, 2005, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.5(a)		Indenture relating to the 10.00% Senior Notes due 2009, dated as of January 12, 2000, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.1(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	10	.5(b)		First Supplemental Indenture relating to the 10.00% Senior Notes due 2009, dated as of September 28, 2005, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.6(a)		Indenture relating to the 10.25% Senior Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.2(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	10	.6(b)		First Supplemental Indenture relating to the 10.25% Senior Notes due 2010, dated as of September 28, 2005, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 10.6 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.7(a)		Indenture relating to the 11.75% Senior Discount Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.3(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	10	.7(b)		First Supplemental Indenture relating to the 11.75% Senior Discount Notes due 2010, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee, dated as of September 28, 2005 (incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.8(a)		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.750% senior notes due 2009 (incorporated by reference to Exhibit 4.2(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	10	.8(b)		First Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.750% Senior Notes due 2009 (incorporated by reference to Exhibit 10.8 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).

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Exhibit				Description
	10	.9(a)		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.125% senior notes due 2011 (incorporated by reference to Exhibit 4.2(b) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	10	.9(b)		First Supplemental Indenture dated as of September 28, 2005, between Charter Communications Holdings, LLC, Charter Communications Capital Corporation and BNY Midwest Trust Company governing 11.125% Senior Notes due 2011 (incorporated by reference to Exhibit 10.9 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.10(a)		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 13.500% senior discount notes due 2011 (incorporated by reference to Exhibit 4.2(c) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	10	.10(b)		First Supplemental Indenture dated as of September 28, 2005, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 13.500% Senior Discount Notes due 2011 (incorporated by reference to Exhibit 10.10 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.11(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 10.2(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	10	.11(b)		First Supplemental Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 10.2(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	10	.11(c)		Second Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	10	.11(d)		Third Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (incorporated by reference to Exhibit 10.11 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.12(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 10.3(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	10	.12(b)		First Supplemental Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 10.3(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).

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Exhibit				Description
	10	.12(c)		Second Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 4.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	10	.12(d)		Third Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing the 10.000% Senior Notes due 2011 (incorporated by reference to Exhibit 10.12 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.13(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.750% Senior Discount Notes due 2011 (incorporated by reference to Exhibit 10.4(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	10	.13(b)		First Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.750% Senior Discount Notes due 2011 (incorporated by reference to Exhibit 10.13 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.14(a)		Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (incorporated by reference to Exhibit 10.4(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	10	.14(b)		First Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (incorporated by reference to Exhibit 4.3 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	10	.14(c)		Second Supplemental Indenture dated as of September 28, 2005 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (incorporated by reference to Exhibit 10.14 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.15		Indenture dated as of September 28, 2005 among CCH I Holdings, LLC and CCH I Holdings Capital Corp., as Issuers, Charter Communications Holdings, LLC, as Parent Guarantor, and The Bank of New York Trust Company, NA, as Trustee, governing: 11.25% Senior Accreting Notes due 2014, 9.920% Senior Accreting Notes due 2014, 10.000% Senior Accreting Notes due 2014, 11.75% Senior Accreting Notes due 2014, 13.50% Senior Accreting Notes due 2014, 12.125% Senior Accreting Notes due 2014 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.16(a)		Indenture dated as of September 28, 2005 among CCH I, LLC and CCH I Capital Corp., as Issuers, Charter Communications Holdings, LLC, as Parent Guarantor, and The Bank of New York Trust Company, NA, as Trustee, governing 11.00% Senior Secured Notes due 2015 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.16(b)		First Supplemental Indenture relating to the 11.00% Senior Notes due 2015, dated as of September 14, 2006, by and between CCH I, LLC, CCH I Capital Corp. as Issuers, Charter Communications Holdings, LLC as Parent Guarantor and The Bank of New York Trust Company, N.A. as trustee (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. on September 19, 2006 (File 000-27927)).

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Exhibit				Description
	10	.17		Indenture relating to the 10.25% Senior Notes due 2010, dated as of September 23, 2003, among CCH II, LLC, CCH II Capital Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications Inc. filed on September 26, 2003 (File No. 000-27927)).
	10	.18		Indenture relating to the 10.25% Senior Notes due 2013, dated as of September 14, 2006, by and between CCH II, LLC, CCH II Capital Corp. as Issuers, Charter Communications Holdings, LLC as Parent Guarantor and The Bank of New York Trust Company, N.A. as trustee (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. on September 19, 2006)).
	10	.19		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 Bank of New York Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 12, 2003 (File No. 000-27927)).
	10	.20		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 Bank of New York Trust Company, 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	.21(a)		Pledge Agreement made by CCH I, LLC in favor of The Bank of New York Trust Company, NA, as Collateral Agent dated as of September 28, 2005 (incorporated by reference to Exhibit 10.15 to the current report on Form 8-K of Charter Communications, Inc. filed on October 4, 2005 (File No. 000-27927)).
	10	.21(b)		Amendment to the Pledge Agreement between CCH I, LLC in favor of The Bank of New York Trust Company, N.A., as Collateral Agent, dated as of September 14, 2006 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. on September 19, 2006 (File No. 000-27927)).
	10	.22		Exchange and Registration Rights Agreement, dated as of September 14, 2006, by and between CCH I, LLC, CCH I Capital Corp., CCH II, LLC, CCH II Capital Corp. Charter Communications Holdings, LLC and Banc of America Securities LLC (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. on September 19, 2006 (File No. 000-27927)).
	10	.23		Amended and Restated Credit Agreement, dated as of March 6, 2007, 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 March 9, 2007 (File No. 000-27927)).
	10	.24		Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated as of March 18, 1999, as amended and restated as of March 6, 2007 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)).
	10	.25		Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)).
	10	.26		Pledge Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as Collateral Agent, dated as of March 6, 2007 (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)).

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Exhibit				Description
	10	.27		Consulting Agreement, dated as of March 10, 1999, by and between Vulcan Northwest Inc., Charter Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Holdings, LLC (incorporated by reference to Exhibit 10.3 to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC filed on July 22, 1999 (File No. 333-77499)).
	10	.28		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	.29		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	.30(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	.30(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	.31		Amended and Restated Management Agreement, dated as of June 19, 2003, between Charter Communications Operating, LLC and Charter Communications, Inc. (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 333-83887)).
	10	.32(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	.32(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	.33		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	.34		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	.35		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	.36		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)).

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Exhibit				Description
	10	.37		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	.38(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	.38(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	.38(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	.38(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	.38(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	.38(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	.39(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	.39(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	.39(c)†		Amendment No. 2 to the Charter Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.39(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	.39(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	.39(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	.39(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	.39(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)).

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Exhibit				Description
	10	.39(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	.40†		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	.41†		2005 Executive Cash Award Plan, amended for 2006 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed April 17, 2006 (File No. 000-27927)).
	10	.42(a)†		Employment Agreement, dated as of August 9, 2005, by and between Neil Smit and Charter Communications, Inc. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 15, 2005 (File No. 000-27927)).
	10	.42(b)†		Addendum to the Employment Agreement between Neil Smit and Charter Communications, Inc., dated as of August 1, 2007 (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 2, 2007 (File No. 000-27927)).
	10	.43†		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	.44†		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	.45†		Amended and Restated Employment Agreement between Jeffrey T. Fisher and Charter Communications, Inc., dated as of August 1, 2007 (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 2, 2007 (File No. 000-27927)).
	10	.46†		Amended and Restated Employment Agreement between Michael J. Lovett and Charter Communications, Inc., dated as of August 1, 2007 (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 2, 2007 (File No. 000-27927)).
	10	.47†		Amended and Restated Employment Agreement between Robert A. Quigley and Charter Communications, Inc., dated as of August 1, 2007 (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 2, 2007 (File No. 000-27927)).
	10	.48†		Amended and Restated Employment Agreement between Grier C. Raclin and Charter Communications, Inc., dated as of August 1, 2007 (incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 2, 2007 (File No. 000-27927)).
	10	.49**		Amendment to Share Lending Agreement, to be dated as of September 24, 2007, between Charter Communications, Inc., Citigroup Global Markets Limited, through Citigroup Global Markets, Inc.
	21	.1*		Subsidiaries of Charter Communications, Inc.
	23	.1*		Consent of Gibson, Dunn & Crutcher LLP (included with Exhibit 5.1).
	23	.2*		Consent of Gibson, Dunn & Crutcher LLP regarding tax matters (included with Exhibit 8.1).
	23	.3*		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.
	99	.3*		Letter to Clients.
	99	.4*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

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	*	Filed herewith.

**	To be filed for the applicable company by an amendment to this registration statement or as an exhibit to a subsequent Current Report on Form 8-K.

	†	Management compensatory plan or arrangement.

Item 22.	Undertakings

	(i) 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 issuers undertake 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.
	(ii) 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.
	(iii) That for the purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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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	CHARTER COMMUNICATIONS, INC.,
	Registrant

	By:	/s/ Kevin D. Howard

	Name: Kevin D. Howard

	Title:	Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Paul G. Allen   Paul G. Allen				Chairman of the Board of Directors of Charter Communications, Inc.		August 29, 2007
/s/ Neil Smit   Neil Smit				President and Chief Executive Officer, Director (Principal Executive Officer) Charter Communications, Inc.		August 29, 2007
/s/ Jeffrey T. Fisher   Jeffrey T. Fisher				Executive Vice President and Chief Financial Officer (Principal Financial Officer) Charter Communications, Inc.		August 29, 2007
/s/ Kevin D. Howard   Kevin D. Howard				Vice President and Chief Accounting Officer (Principal Accounting Officer) Charter Communications, Inc.		August 29, 2007

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Signature				Title		Date
/s/ W. Lance Conn   W. Lance Conn				Director of Charter Communications, Inc.		August 24, 2007
/s/ Nathaniel A. Davis   Nathaniel A. Davis				Director of Charter Communications, Inc.		August 29, 2007
/s/ Jonathan L. Dolgen   Jonathan L. Dolgen				Director of Charter Communications, Inc.		August 29, 2007
/s/ Rajive Johri   Rajive Johri				Director of Charter Communications, Inc.		August 27, 2007
/s/ Robert P. May   Robert P. May				Director of Charter Communications, Inc.		August 29, 2007
/s/ David C. Merritt   David C. Merritt				Director of Charter Communications, Inc.		August 29, 2007
/s/ Marc B. Nathanson   Marc B. Nathanson				Director of Charter Communications, Inc.		August 27, 2007
/s/ Jo Allen Patton   Jo Allen Patton				Director of Charter Communications, Inc.,		August 29, 2007
John H. Tory				Director of Charter Communications, Inc.
/s/ Larry W. Wangberg   Larry W. Wangberg				Director of Charter Communications, Inc.		August  28, 2007

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