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SEC Filings

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        - investments with the net cash proceeds of the issuance and sale of
          equity interests,
        - investments in productive assets not to exceed in the $150 million,
        - other investments not exceeding $50 million in any person,
        - investments in customers and suppliers which either generate accounts
          receivable or are accepted in settlement of bona fide disputes, and
        - the investment in Marcus Cable Holdings LLC.
        This covenant also limits the Company from allowing any Restricted
        Subsidiary from becoming an Unrestricted Subsidiary;
     - Limitations on the occurrence of Indebtedness and issuance of preferred
       stock generally unless the leverage ratio is not greater than 8.75 to 1.0
       on a pro forma basis. This does not prohibit the incurrence of permitted
       debt which includes:
        - borrowings up to $3.5 billion under the credit facilities,
        - existing indebtedness,
        - capital lease obligations, mortgage financings or purchase money
          obligations in an aggregate amount of up to $25 million at any one
          time outstanding for the purchase, construction or improvement of
          productive assets,
        - permitted refinancing indebtedness,
        - intercompany indebtedness,
        - hedging obligations,
        - up to $300 million of additional indebtedness,
        - additional indebtedness not exceeding 200% of the net cash proceeds
          from the sale of equity interests to the extent not used to make
          restricted payments or permitted investments, and
        - the accretion or amortization of original issue discount and the write
          up of indebtedness in accordance with purchase accounting;
     - Prohibitions against the creation of liens except permitted liens;
     - Prohibitions against restrictions on the ability of any Restricted
       Subsidiary to pay dividends or make other distributions on its capital
       stock to Charter Holdings or any Restricted Subsidiary, make loans or
       advances to Charter Holdings or its Restricted Subsidiaries or transfer
       properties or assets to Charter Holdings or any of its Restricted
       Subsidiaries. This covenant, however, does not prohibit restrictions
        - existing indebtedness,
        - the notes and the indentures,
        - applicable law,
        - the terms of indebtedness or capital stock of a person acquired by
          Charter Holdings or any of its Restricted Subsidiaries,
        - customary non-assignment provisions in leases,