Mr. Allen and his affiliates have, and in the future likely will make,
numerous investments outside of Charter Communications Holding Company. We
cannot assure you that in the event that we or any of our subsidiaries enter
into transactions in the future with any affiliate of Mr. Allen, that such
transactions will be on terms as favorable to us as terms we might have obtained
from an unrelated third party. Also, conflicts could arise with respect to the
allocation of corporate opportunities between us and Mr. Allen and his
affiliates. Upon completion of the initial public offering by Charter
Communications, Inc. of its Class A common stock, Charter Communications, Inc.
will have entered into an agreement with Mr. Allen governing the allocation of
corporate opportunities as they arise.
We have not instituted any formal plan or arrangement to address potential
conflicts of interest.