1085475--3/30/2007--CHARTER_COMMUNICATIONS_HOLDINGS

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Risks Related to Significant Indebtedness of Us and Charter We and our parent companies have a significant amount of existing debt and may incur significant additional debt, including secured debt, in the future, which could adversely affect our and our parent companies financial health and our and their ability to react to changes in our business. The agreements and instruments governing our and our parent companies debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our and our parent companies liquidity. Charter Operating may not be able to access funds under its credit facilities if it fails to satisfy the covenant restrictions in its credit facilities, which could adversely affect our financial condition and our ability to conduct our business. We depend on generating sufficient cash flow and having access to additional external liquidity sources to fund our and our parent companies debt obligations, capital expenditures, and ongoing operations. Because of our holding company structure, our outstanding notes are structurally subordinated in right of payment to all liabilities of our subsidiaries. Restrictions in our subsidiaries' debt instruments and under applicable law limit their ability to provide funds to us or our various debt issuers. All of our and our parent companies outstanding debt is subject to change of control provisions. We and our parent companies may not have the ability to raise the funds necessary to fulfill our obligations under our and our parent companies indebtedness following a change of control, which would place us and our parent companies in default under the applicable debt instruments. Paul G. Allen and his affiliates are not obligated to purchase equity from, contribute to, or loan funds to us or any of our parent companies. Risks Related to Our Business We operate in a very competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business and operations. We have a history of net losses and expect to continue to experience net losses. Consequently, we may not have the ability to finance future operations. We may not have the ability to pass our increasing programming costs on to our customers, which would adversely affect our cash flow and operating margins. If our required capital expenditures in 2007, 2008 and beyond exceed our projections, we may not have sufficient funding, which could adversely affect our growth, financial condition and results of operations. We face risks inherent to our telephone business. Our inability to respond to technological developments and meet customer demand for new products and services could limit our ability to compete effectively. We depend on third party suppliers and licensors; thus, if we are unable to procure the necessary equipment, software or licenses on reasonable terms and on a timely basis, our ability to offer services could be impaired, and our growth, operations, business, financial results and financial condition could be materially adversely affected. Malicious and abusive Internet practices could impair our high-speed Internet services. For tax purposes, there is significant risk that Charter will experience an ownership change resulting in a material limitation on the use of a substantial amount of Charter s existing net operating loss carryforwards. Risks Related to Mr. Allen's Controlling Position The failure by Mr. Allen to maintain a minimum voting and economic interest in us could trigger a change of control default under our subsidiary's credit facilities. Mr. Allen controls us and may have interests that conflict with the interests of the holders of our notes. We are not permitted to engage in any business activity other than the cable transmission of video, audio and data unless Mr. Allen authorizes us to pursue that particular business activity, which could adversely affect our ability to offer new products and services outside of the cable transmission business and to enter into new businesses, and could adversely affect our growth, financial condition and results of operations. The loss of Mr. Allen's services could adversely affect our ability to manage our business. The special tax allocation provisions of the Charter Holdco limited liability company agreement may cause Charter in some circumstances to pay more taxes than if the special tax allocation provisions were not in effect. Risks Related to Regulatory and Legislative Matters Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business. Our cable system franchises are subject to non-renewal or termination. The failure to renew a franchise in one or more key markets could adversely affect our business. Our cable system franchises are non-exclusive. Accordingly, local franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect results of operations. Local franchise authorities have the ability to impose additional regulatory constraints on our business, which could further increase our expenses. Further regulation of the cable industry could cause us to delay or cancel service or programming enhancements, or impair our ability to raise rates to cover our increasing costs, resulting in increased losses. Actions by pole owners might subject us to significantly increased pole attachment costs. We may be required to provide access to our networks to other Internet service providers which could significantly increase our competition and adversely affect our ability to provide new products and services. Changes in channel carriage regulations could impose significant additional costs on us. Offering voice communications service may subject us to additional regulatory burdens, causing us to incur additional costs.

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1085475--3/30/2007--CHARTER_COMMUNICATIONS_HOLDINGS_LLC