Purchase Agreement

Contract

by Charter Communications
January 15th, 2002
                                                                  Exhibit 10.1
                                                                  CONFORMED COPY


                                 $1,100,000,000




                      CHARTER COMMUNICATIONS HOLDINGS, LLC

               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION



                          9.625% SENIOR NOTES DUE 2009

                          10.000% SENIOR NOTES DUE 2011

                     12.125% SENIOR DISCOUNT NOTES DUE 2012




                               PURCHASE AGREEMENT




                              Dated January 8, 2002

                                                               January 8, 2002


Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
TD Securities (USA) Inc.
BMO Nesbitt Burns Corp.
Credit Lyonnais Securities (USA) Inc.
RBC Dominion Securities Corporation
Scotia Capital (USA) Inc.
SunTrust Capital Markets, Inc.
U.S. Bancorp Piper Jaffray Inc.
ABN AMRO Incorporated
First Union Securities, Inc.
CIBC World Markets Corp.
Dresdner Kleinwort Wasserstein-Grantchester, Inc.

   c/o Salomon Smith Barney Inc.
   388 Greenwich Street
   New York, NY 10013

Ladies and Gentlemen:

            Charter Communications Holdings, LLC, a Delaware limited liability
company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), propose, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers named in Schedule I hereto (the
"Purchasers") (i) an aggregate of $350,000,000 principal amount of 9.625% Senior
Notes due 2009 (the "Eight-Year Senior Notes"), (ii) an aggregate of
$300,000,000 principal amount of 10.000% Senior Notes due 2011 (the "Ten-Year
Senior Notes") and (iii) an aggregate of $450,000,000 principal amount at
maturity ($249,718,500 gross proceeds) of 12.125% Senior Discount Notes due 2012
(the "Senior Discount Notes" and, together with the Eight-Year Senior Notes and
the Ten-Year Senior Notes, the "Securities").

            It is understood and agreed that Salomon Smith Barney Inc., Banc
of America Securities LLC and J. P. Morgan Securities Inc. (the "Joint
Managers") are joint book-runners and joint lead managers for the offering of
the Securities and any determinations or other actions to be made under this
Agreement by you or the Joint Managers shall require the concurrence of each
of the Joint Managers.

            1.    The Issuers represent and warrant to, and agree with, each
of the Purchasers that:

            (a) An offering memorandum, dated January 8, 2002 (the "Offering
      Memorandum"), has been prepared in connection with the offering of the
      Securities. The Offering Memorandum and any amendments or supplements
      thereto did not and will not, as of their respective dates, contain an
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information relating to the Purchasers furnished in writing to the Issuers
      by a Purchaser through the Joint Managers expressly for use therein;

            (b) None of the Issuers or any of their subsidiaries has sustained
      since the date of the latest audited financial statements included in the
      Offering Memorandum any material loss or interference with its business
      from fire, explosion, flood or other calamity, whether or not covered by
      insurance, or from any court or governmental action, order or decree,
      otherwise than as set forth or contemplated in the Offering Memorandum;
      and, since the respective dates as of which information is given in the
      Offering Memorandum, there has not been any change in the capital stock or
      limited liability company interests or long-term debt of the Issuers or
      any of their subsidiaries or any material adverse change, or any
      development involving a prospective material adverse change, in or
      affecting the general affairs, management, financial position, members' or
      stockholders' equity, or results of operations of the Issuers and their
      subsidiaries, otherwise than as set forth or contemplated in the Offering
      Memorandum;

            (c) Each of the Issuers and their subsidiaries has good and
      marketable title in fee simple to all real property and good and valid
      title to all personal property owned by it reflected as owned in the
      financial statements included in or elsewhere in the Offering Memorandum,
      in each case free and clear of all liens, encumbrances and defects except
      such as are described in the Offering Memorandum or such as do not
      materially affect the value of such property and do not interfere with the
      use made and proposed to be made of such property by the Issuers and their
      subsidiaries; and any real property and buildings held under lease by the
      Issuers and their subsidiaries are held by them under valid, subsisting
      and enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Issuers and their subsidiaries;

            (d) The Company has been duly formed and is validly existing as a
      limited liability company in good standing under the laws of the State of


                                       2

      Delaware, and Charter Capital has been duly incorporated and is validly
      existing as a corporation in good standing under the laws of the State of
      Delaware; each of the Issuers has power and authority to own its
      properties and conduct its business as described in the Offering
      Memorandum and to execute, deliver and perform its obligations under this
      Agreement, and has been duly qualified as a foreign corporation or limited
      liability company, as the case may be, for the transaction of business and
      is in good standing under the laws of each other jurisdiction in which it
      owns or leases properties or conducts any business so as to require such
      qualification, and is not subject to liability or disability by reason of
      the failure to be so qualified in any such jurisdiction, except such as
      would not, individually or in the aggregate, have a material adverse
      effect on the current or future financial position, members' or
      stockholders' equity or results of operations of the Issuers and their
      subsidiaries taken as a whole (a "Material Adverse Effect"); each
      "significant subsidiary" (as such term is defined in Rule 1-02 of
      Regulation S-X) of the Company (each a "Significant Subsidiary") has been
      duly incorporated or formed, as the case may be, and is validly existing
      as a corporation or limited liability company, as the case may be, in good
      standing under the laws of its jurisdiction of incorporation or formation;
      and Charter Capital has no subsidiaries;

            (e) All of the outstanding ownership interests of the Issuers have
      been duly and validly authorized and issued and are fully paid and
      non-assessable; and all of the outstanding capital stock or limited
      liability company interests, as the case may be, of Charter Capital and
      each Significant Subsidiary of the Company have been duly and validly
      authorized and issued, are fully paid and non-assessable and (except as
      otherwise set forth in the Offering Memorandum) are owned directly or
      indirectly by the Company, free and clear of all liens, encumbrances,
      equities or claims;

            (f) The Eight-Year Senior Notes have been duly authorized and, when
      executed by the Issuers and authenticated by the Trustee (as defined) in
      accordance with the provisions of the Eight-Year Senior Note Indenture (as
      defined) and when delivered to, and paid for, by the Purchasers in
      accordance with the terms of this Agreement, will have been duly executed,
      authenticated, issued and delivered and will constitute valid and legally
      binding obligations of the Issuers entitled to the benefits provided by
      the indenture dated as of May 15, 2001 (the "Eight-Year Senior Note
      Indenture") between the Issuers and BNY Midwest Trust Company, as trustee
      (the "Trustee"), under which they are to be issued and enforceable against
      the Issuers in accordance with their terms, subject, as to enforcement, to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;


                                       3

            (g) The Ten-Year Senior Notes have been duly authorized and, when
      executed by the Issuers and authenticated by the Trustee in accordance
      with the provisions of the Ten-Year Senior Note Indenture (as defined) and
      when delivered to, and paid for, by the Purchasers in accordance with the
      terms of this Agreement, will have been duly executed, authenticated,
      issued and delivered and will constitute valid and legally binding
      obligations of the Issuers entitled to the benefits provided by the
      indenture dated as of May 15, 2001 (the "Ten-Year Senior Note Indenture")
      between the Issuers and the Trustee, under which they are to be issued and
      enforceable against the Issuers in accordance with their terms, subject,
      as to enforcement, to bankruptcy, insolvency, reorganization and other
      laws of general applicability relating to or affecting creditors' rights
      and to general equity principles;

            (h) The Senior Discount Notes have been duly authorized and, when
      executed by the Issuers and authenticated by the Trustee in accordance
      with the provisions of the Senior Discount Note Indenture (as defined) and
      when delivered to, and paid for, by the Purchasers in accordance with the
      terms of this Agreement, will have been duly executed, authenticated,
      issued and delivered and will constitute valid and legally binding
      obligations of the Issuers entitled to the benefits provided by the
      indenture to be dated as of January 14, 2002 (the "Senior Discount Note
      Indenture" and, together with the Eight-Year Senior Note Indenture and the
      Ten-Year Senior Note Indenture, the "Indentures") between the Issuers and
      the Trustee, under which they are to be issued and enforceable against the
      Issuers in accordance with their terms, subject, as to enforcement, to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles; and the Securities will conform to the descriptions
      thereof in the Offering Memorandum and will be in substantially the form
      previously delivered to you;

            (i) The Eight-Year Senior Note Indenture and the Ten-Year Senior
      Note Indenture have been duly authorized, executed and delivered by the
      Issuers and, assuming the due execution and delivery thereof by the
      Trustee, constitute valid and legally binding instruments, enforceable
      against the Issuers in accordance with their terms, subject, as to
      enforcement, to bankruptcy, insolvency, reorganization and other laws of
      general applicability relating to or affecting creditors' rights and to
      general equity principles; the Eight-Year Senior Note Indenture and the
      Ten-Year Senior Note Indenture meet the requirements for qualification
      under the United States Trust Indenture Act of 1939, as amended (the
      "Trust Indenture Act"); and the Eight-Year Senior Note Indenture and the
      Ten-Year Senior Note Indenture conform in all material respects to the
      descriptions thereof in the Offering Memorandum; the First Supplemental
      Indenture to be dated as of January 14, 2002 (the "Eight-Year Supplemental
      Indenture") between the Issuers and the Trustee with respect to the
      Eight-Year


                                       4

      Senior Notes and the First Supplemental Indenture to be dated as of
      January 14, 2002 (the "Ten-Year Supplemental Indenture" and, together with
      the Eight-Year Supplemental Indenture, the "Supplemental Indentures") have
      been duly authorized, and, when executed and delivered by the Issuers (and
      assuming the due execution and delivery thereof by the Trustee), the
      Supplemental Indentures will constitute valid and legally binding
      instruments, enforceable against the Issuers in accordance with their
      terms, subject, as to enforcement, to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting creditors' rights and to general equity principles;

            (j) The Senior Discount Note Indenture has been duly authorized,
      and, when executed and delivered by the Issuers (and assuming the due
      execution and delivery thereof by the Trustee), the Senior Discount Note
      Indenture will constitute a valid and legally binding instrument,
      enforceable against the Issuers in accordance with its terms, subject, as
      to enforcement, to bankruptcy, insolvency, reorganization and other laws
      of general applicability relating to or affecting creditors' rights and to
      general equity principles; the Senior Discount Note Indenture meets the
      requirements for qualification under the United States Trust Indenture Act
      of 1939, as amended (the "Trust Indenture Act"); and the Senior Discount
      Note Indenture will conform in all material respects to the description
      thereof in the Offering Memorandum;

            (k) The exchange and registration rights agreements to be entered
      into between the Issuers and the Purchasers relating to the Securities,
      substantially in the form of Exhibits A, B and C hereto (the "Registration
      Rights Agreements"), have been duly authorized by the Issuers, and when
      executed and delivered by the Issuers (assuming the due execution and
      delivery thereof by the Purchasers), will constitute valid and legally
      binding instruments, enforceable against the Issuers in accordance with
      their terms, except that (A) the enforcement thereof may be subject to (i)
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to creditors' rights and (ii) general principles of
      equity, and (B) any rights to indemnity or contribution thereunder may be
      limited by federal and state securities laws and public policy
      considerations; and the Registration Rights Agreements will conform in all
      material respects to the descriptions thereof in the Offering Memorandum;

            (l) The Exchange Notes (as defined in each of the Registration
      Rights Agreements) have been duly authorized by the Issuers and, when
      executed, authenticated, issued and delivered in accordance with the
      Indentures and the Registration Rights Agreements (assuming the due
      authorization, execution and delivery of the Indentures by the Trustee),
      will constitute valid and legally binding instruments, entitled to the
      benefits provided by the Indentures under which they are to be issued, and
      enforceable against the Issuers in accordance


                                       5

      with their terms, subject, as to enforcement, to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting creditors' rights and to general equity principles; and the
      Exchange Notes will conform in all material respects to the descriptions
      thereof in the Offering Memorandum;

            (m) None of the transactions contemplated by this Agreement
      (including, without limitation, the use of the proceeds from the sale of
      the Securities) will violate or result in a violation of Section 7 of the
      Securities Exchange Act of 1934 (the "Exchange Act"), or any regulation
      promulgated thereunder, including, without limitation, Regulations T, U,
      and X of the Board of Governors of the Federal Reserve System;

            (n) Prior to the date hereof, none of the Issuers or any of their
      affiliates has taken any action which is designed to or which has
      constituted or which might have been expected to cause or result in
      stabilization or manipulation of the price of any security of the Issuers
      in connection with the offering of the Securities;

            (o)   The issue and sale of the Securities and the compliance by
      the Issuers with all of the provisions of the Securities, the
      Indentures, the Supplemental Indentures, the Registration Rights
      Agreements and this Agreement and the consummation of the transactions
      herein and therein contemplated will not conflict with or result in a
      breach or violation of any of the terms or provisions of, or constitute
      a default under, any indenture, mortgage, deed of trust, loan
      agreement, lease, license, franchise agreement, permit or other
      agreement or instrument to which the Issuers or any of their
      subsidiaries is a party or by which the Issuers or any of their
      subsidiaries is bound or to which any of the property or assets of the
      Issuers or any of their subsidiaries is subject, nor will such action
      result in any violation of any statute or any order, rule or regulation
      of any court or governmental agency or body having jurisdiction over
      the Issuers, any of the Issuers' subsidiaries or any of their
      properties, including, without limitation, the Communications Act of
      1934, as amended, the Cable Communications Policy Act of 1984, as
      amended, the Cable Television Consumer Protection and Competition Act
      of 1992, as amended, and the Telecommunications Act of 1996
      (collectively, the "Cable Acts") or any order, rule or regulation of
      the Federal Communications Commission (the "FCC"), except where such
      conflicts, breaches, violations or defaults would not, individually and
      in the aggregate, have a Material Adverse Effect and would not have the
      effect of preventing the Issuers from performing any of their
      respective obligations under this Agreement; nor will such action
      result in any violation of the certificate of formation or limited
      liability company agreement of the Company or the certificate of
      incorporation or bylaws of Charter Capital; and no consent, approval,
      authorization, order, registration or qualification of or with any such
      court or governmental agency or body is


                                       6

      required, including, without limitation, under the Cable Acts or any
      order, rule or regulation of the FCC, for the issue and sale of the
      Securities or the consummation by the Issuers of the transactions
      contemplated by this Agreement, the Indentures, the Supplemental
      Indentures or the Registration Rights Agreements, except such consents,
      approvals, authorizations, registrations or qualifications as have been
      made or except as may be required under state or foreign securities or
      Blue Sky laws in connection with the purchase and distribution of the
      Securities by the Purchasers and except such as will be made in the case
      of the Registration Rights Agreements or such as may be required by the
      National Association of Securities Dealers, Inc. ("NASD");

            (p) None of the Issuers or any of their subsidiaries is (i) in
      violation of its certificate of incorporation, bylaws, certificate of
      formation, limited liability company agreement or other organizational
      document, as the case may be, (ii) in default in the performance or
      observance of any obligation, agreement, covenant or condition contained
      in any indenture, mortgage, deed of trust, loan agreement, lease, license,
      permit or other agreement or instrument to which it is a party or by which
      it or any of its properties may be bound or (iii) in violation of the
      terms of any franchise agreement, or any law, statute, rule or regulation
      or any judgment, decree or order, in any such case, of any court or
      governmental or regulatory agency or other body having jurisdiction over
      the Issuers, any of the Issuers' subsidiaries or any of their properties
      or assets, including, without limitation, the Cable Acts or any order,
      rule or regulation of the FCC, except, in the case of clauses (ii) and
      (iii), such as would not, individually and in the aggregate, have a
      Material Adverse Effect;

            (q) The statements set forth in the Offering Memorandum under the
      captions "Description of Notes," insofar as they purport to constitute a
      summary of the terms of the Securities, under the captions "Risk Factors,"
      "Business," "Regulation and Legislation," "Management," "Certain
      Relationships and Related Transactions," "Description of Certain
      Indebtedness," and "United States Federal Income Tax Considerations,"
      insofar as they purport to describe the provisions of the laws, documents
      and arrangements referred to therein, are accurate in all material
      respects;

            (r) Other than as set forth in the Offering Memorandum, there are no
      legal or governmental proceedings (including, without limitation, by the
      FCC or any franchising authority) pending to which the Issuers or any of
      their subsidiaries is a party or of which any property of the Issuers or
      any of their subsidiaries is the subject which, if determined adversely to
      the Issuers or any of their subsidiaries, would, individually or in the
      aggregate, have a Material Adverse Effect; and, to the best knowledge of
      the Issuers and except as disclosed in the Offering


                                       7

      Memorandum, no such proceedings are threatened or contemplated by
      governmental authorities or threatened by others;

            (s) Each of the Issuers and their subsidiaries carries insurance
      (including self-insurance) in such amounts and covering such risks as in
      the reasonable determination of the Issuers is adequate for the conduct of
      its business and the value of its properties;

            (t) Except as set forth in the Offering Memorandum, there is no
      strike, labor dispute, slowdown or work stoppage with the employees of any
      of the Issuers or their subsidiaries which is pending or, to the best
      knowledge of the Issuers, threatened which would, individually or in the
      aggregate, have a Material Adverse Effect;

            (u) When the Securities are issued and delivered pursuant to this
      Agreement, the Securities will not be of the same class (within the
      meaning of Rule 144A under the United States Securities Act of 1933, as
      amended, (the "Act")) as securities which are listed on a national
      securities exchange registered under Section 6 of the Exchange Act or
      quoted in a U.S. automated inter-dealer quotation system.

            (v)   The Issuers are subject to Section 15(d) of the Exchange
      Act;

            (w)   Neither Issuer is, or after giving effect to the offering
      and sale of the Securities will be, an "investment company" or any
      entity "controlled" by an "investment company" as such terms are
      defined in the U.S. Investment Company Act of 1940, as amended (the
      "Investment Company Act");

            (x) None of the Issuers or any of their subsidiaries, or any person
      acting on their behalf (other than the Purchasers, as to whom the Issuers
      and their subsidiaries make no representation) has offered or sold the
      Securities by means of any general solicitation or general advertising
      within the meaning of Rule 502(c) under the Act or, with respect to
      Securities sold outside the United States to non-U.S. persons (as defined
      in Rule 902 under the Act), by means of any directed selling efforts
      within the meaning of Rule 902 under the Act and the Issuers, any
      affiliate of the Issuers and any person acting on their behalf (other than
      the Purchasers, as to whom the Issuers and their affiliates make no
      representation) has complied with and will implement the "offering
      restriction" within the meaning of such Rule 902;

            (y) Within the preceding six months, none of the Issuers or any
      other person acting on behalf of the Issuers has offered or sold to any
      person any Securities, or any securities of the same or a similar class as
      the Securities, other


                                       8

      than (i) Securities offered or sold to the Purchasers hereunder and (ii)
      the notes offered pursuant to the Issuers' Registration Statement on Form
      S-4 (Registration No. 333-65094). The Issuers will take reasonable
      precautions designed to insure that any offer or sale, direct or indirect,
      in the United States or to any U.S. person (as defined in Rule 902 under
      the Act) of any Securities or any substantially similar security issued by
      the Issuers, within six months subsequent to the date on which the
      distribution of the Securities has been completed (as notified to the
      Issuers by the Joint Managers), is made under restrictions and other
      circumstances reasonably designed not to affect the status of the offer
      and sale of the Securities in the United States and to U.S. persons
      contemplated by this Agreement as transactions exempt from the
      registration provisions of the Act;

            (z) The audited consolidated financial statements (including the
      notes thereto) included in the Offering Memorandum present fairly in all
      material respects the respective consolidated financial positions, results
      of operations and cash flows of the entities to which they relate at the
      dates and for the periods to which they relate and have been prepared in
      accordance with U.S. generally accepted accounting principles ("GAAP")
      applied on a consistent basis. The summary and selected financial data in
      the Offering Memorandum present fairly in all material respects the
      information shown therein and have been prepared and compiled on a basis
      consistent with the audited financial statements included therein;

            (aa) The pro forma financial statements (including the notes
      thereto) and the other pro forma financial information included in the
      Offering Memorandum (i) comply as to form in all material respects with
      the applicable requirements of Regulation S-X for Form S-1 promulgated
      under the Exchange Act, and (ii) have been properly computed on the bases
      described therein; the assumptions used in the preparation of the pro
      forma financial data and other pro forma financial information included in
      the Offering Memorandum are reasonable and the adjustments used therein
      are appropriate to give effect to the transactions or circumstances
      referred to therein;

            (bb) The firm who has certified financial statements included in the
      Offering Memorandum is a firm of independent public accountants as
      required by the Act and the rules and regulations of the Commission
      thereunder, based upon representations by such firm to us;

            (cc) The Issuers and their subsidiaries own or possess, or can
      acquire on reasonable terms, adequate licenses, trademarks, service marks,
      trade names and copyrights (collectively, "Intellectual Property")
      necessary to conduct the business now or proposed to be operated by each
      of them as described in the Offering Memorandum, except where the failure
      to own, possess or have the


                                       9

      ability to acquire any Intellectual Property would not, individually and
      in the aggregate, have a Material Adverse Effect; and none of the Issuers
      or any of their subsidiaries has received any notice of infringement of or
      conflict with (and none actually knows of any such infringement of or
      conflict with) asserted rights of others with respect to any Intellectual
      Property which, if any such assertion of infringement or conflict were
      sustained would, individually or in the aggregate, have a Material Adverse
      Effect;

            (dd) Except as described in the Offering Memorandum, the Issuers and
      their subsidiaries have obtained all consents, approvals, orders,
      certificates, licenses, permits, franchises and other authorizations of
      and from, and have made all declarations and filings with, all
      governmental and regulatory authorities (including, without limitation,
      the FCC), all self-regulatory organizations and all courts and other
      tribunals legally necessary to own, lease, license and use their
      respective properties and assets and to conduct their respective
      businesses in the manner described in the Offering Memorandum, except to
      the extent that the failure to so obtain or file would not, individually
      or in the aggregate, have a Material Adverse Effect;

            (ee) The Issuers and their subsidiaries have filed all necessary
      federal, state and foreign income and franchise tax returns required to be
      filed as of the date hereof, except where the failure to so file such
      returns would not, individually and in the aggregate, have a Material
      Adverse Effect, and have paid all taxes shown as due thereon; and there is
      no tax deficiency that has been asserted against the Issuers or any of
      their subsidiaries that could reasonably be expected to result,
      individually or in the aggregate, in a Material Adverse Effect;

            (ff) The Issuers and their subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurances
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization; and (iv) the recorded accountability
      for assets is compared with the existing assets at reasonable intervals
      and appropriate action is taken with respect to any differences;

            (gg) Each of the franchises held by the Issuers and their
      subsidiaries that are material to the Issuers and their subsidiaries,
      taken as a whole, is in full force and effect, with no material
      restrictions or qualifications; and to the best knowledge of the Issuers,
      no event has occurred which permits, or with notice or lapse of time or
      both would permit, the revocation or non-renewal of


                                       10

      any such franchises, assuming the filing of timely renewal applications
      and the timely payment of all applicable filing and regulatory fees to the
      applicable franchising authority, or which might result, individually or
      in the aggregate, in any other material impairment of the rights of the
      Issuers and their subsidiaries in the franchises. Except as described in
      the Offering Memorandum, the Issuers have no reason to believe that any
      franchise that is required for the operation of the Issuers and their
      subsidiaries will not be renewed in the ordinary course; and

            (hh) The Issuers and their subsidiaries (i) are in compliance with
      any and all applicable foreign, federal, state and local laws and
      regulations relating to the protection of human health and safety, the
      environment or hazardous or toxic substances or wastes, pollutants or
      contaminants ("Environmental Laws"), (ii) have received all permits,
      licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) are in
      compliance with all terms and conditions of any such permit, license or
      approval, except where such noncompliance with Environmental Laws, failure
      to receive required permits, licenses or other approvals or failure to
      comply with the terms and conditions of such permits, licenses or
      approvals would not, individually and in the aggregate, have a Material
      Adverse Effect.

            2. (a) Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers the
principal amount of the Eight-Year Senior Notes set forth opposite the name of
such Purchaser in Schedule I hereto, at an aggregate purchase price of
$340,602,500 (representing 98% of the gross proceeds thereof), plus
$5,521,006.95 (representing aggregate accrued interest from November 15, 2001 to
the Time of Delivery hereunder).

            (b) Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers the
principal amount of the Ten-Year Senior Notes set forth opposite the name of
such Purchaser in Schedule I hereto, at an aggregate purchase price of
$291,732,000 (representing 98% of the gross proceeds thereof), plus
$4,916,666.67 (representing aggregate accrued interest from November 15, 2001 to
the Time of Delivery hereunder).

            (c) Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers the
principal amount at maturity of Senior Discount Notes set forth opposite the
name of such Purchaser in Schedule I hereto, at a purchase price of
$244,098,000.00 (representing 97.75% of the initial accreted value


                                       11

thereof), plus accretion, if any, from January 14, 2002 to the Time of Delivery
hereunder,.

            3. Upon the authorization by you of the release of the Securities,
the several Purchasers propose to offer the Securities for sale upon the terms
and conditions set forth in this Agreement and the Offering Memorandum and each
Purchaser hereby represents and warrants to, and agrees with the Issuers that:

            (a) It will offer and sell the Securities only: (i) to persons who
      it reasonably believes are "qualified institutional buyers" ("QIBs")
      within the meaning of Rule 144A under the Act in transactions meeting the
      requirements of Rule 144A or (ii) upon the terms and conditions set forth
      in Annex I to this Agreement;

            (b)   It is a QIB; and

            (c) It has not offered and will not offer or sell the Securities by
      any form of general solicitation or general advertising, including but not
      limited to the methods described in Rule 502(c) under the Act.

            4. (a) The Securities to be purchased by each Purchaser hereunder
will be represented by definitive global Securities in book-entry form which
will be deposited by or on behalf of the Issuers with The Depository Trust
Company ("DTC") or its designated custodian. The Issuers will deliver the
Securities to Salomon Smith Barney Inc., for the account of each Purchaser,
against payment by or on behalf of such Purchaser of the purchase price therefor
by wire transfer of same day funds wired in accordance with the written
instructions of the Company, by causing DTC to credit the Securities to the
account of Salomon Smith Barney Inc. at DTC. The Issuers will cause the
certificates representing the Securities to be made available to Salomon Smith
Barney Inc. for checking at least twenty-four hours prior to the Time of
Delivery (as defined below) at the office of DTC or its designated custodian
(the "Designated Office"). The time and date of such delivery and payment shall
be 9:30 a.m., New York City time, on January 14, 2002 or such other time and
date as Salomon Smith Barney Inc. and the Issuers may agree upon in writing.
Such time and date are herein called the "Time of Delivery."

            (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and any additional documents requested by the
Purchasers pursuant to Section 7(j) hereof, will be delivered at such time and
date at the offices of Debevoise & Plimpton, 919 Third Avenue, New York, New
York 10022 or such other location as the parties mutually agree (the "Closing
Location"), and the Securities will be delivered at the Designated Office, all
at the Time of Delivery. A meeting will be held at the Closing


                                       12

Location at 3 p.m., New York City time, on the New York Business Day next
preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

            5.    Each of the Issuers agrees with each of the Purchasers:

            (a) To prepare the Offering Memorandum in a form approved by you; to
      make no amendment or any supplement to the Offering Memorandum which shall
      be disapproved by you promptly after reasonable notice thereof; and to
      furnish you with copies thereof;

            (b) Promptly from time to time to take such action as you may
      reasonably request to qualify the Securities for offering and sale under
      the securities laws of such jurisdictions as you may request and to comply
      with such laws so as to permit the continuance of sales and dealings
      therein in such jurisdictions for as long as may be necessary to complete
      the distribution of the Securities, provided that in connection therewith
      the Issuers shall not be required to qualify as a foreign corporation or
      limited liability company, as the case may be, or to file a general
      consent to service of process in any jurisdiction;

            (c) To furnish the Purchasers with copies of the Offering Memorandum
      and each amendment or supplement thereto signed by an authorized officer
      of each of the Issuers with the independent accountants' reports in the
      Offering Memorandum, and any amendment or supplement containing amendments
      to the financial statements covered by such reports, signed by the
      accountants, and additional copies thereof in such quantities as you may
      from time to time reasonably request, and if, at any time prior to the
      expiration of nine months after the date of the Offering Memorandum, any
      event shall have occurred as a result of which the Offering Memorandum as
      then amended or supplemented would include an untrue statement of a
      material fact or omit to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made when such Offering Memorandum is delivered, not misleading,
      or, if for any other reason it shall be necessary or desirable during such
      same period to amend or supplement the Offering Memorandum, to notify you
      and upon your request to prepare and furnish without charge to each
      Purchaser and to any dealer in securities as many copies as you may from
      time to time reasonably request of an amended Offering Memorandum or a
      supplement to the Offering Memorandum which will correct such statement or
      omission or effect such compliance;


                                       13

            (d) During the period beginning from the date hereof and continuing
      until the date six months after the Time of Delivery, not to offer, sell,
      contract to sell or otherwise dispose of, except as provided hereunder,
      any securities of the Issuers that are substantially similar to the
      Securities;

            (e) Not to be or become, at any time prior to the expiration of two
      years after the Time of Delivery, an open-end investment company, unit
      investment trust, closed-end investment company or face-amount certificate
      company that is or is required to be registered under Section 8 of the
      Investment Company Act;

            (f) At any time when any Issuer is not subject to Section 13 or
      15(d) of the Exchange Act, for the benefit of holders from time to time of
      Securities, to furnish at the Issuers' expense, upon request, to holders
      of Securities and prospective purchasers of securities information (the
      "Additional Issuer Information") satisfying the requirements of subsection
      (d)(4)(i) of Rule 144A under the Act;

            (g)   To use its best efforts to cause the Securities to be
      eligible for the PORTAL trading system of the NASD;

            (h) To furnish to the holders of the Securities as soon as
      practicable after the end of each fiscal year an annual report (including
      a balance sheet and statements of income, members' or stockholders' equity
      and cash flows of the Issuers and their consolidated subsidiaries
      certified by independent public accountants) and, as soon as practicable
      after the end of each of the first three quarters of each fiscal year
      (beginning with the fiscal quarter ending after the date of the Offering
      Memorandum), to make available to holders of the Securities consolidated
      summary financial information of the Issuers and their subsidiaries for
      such quarter in reasonable detail;

            (i) During a period of three years from the date of the Offering
      Memorandum, to furnish to you copies of all reports or other
      communications (financial or other) furnished to holders of ownership
      interests of the Issuers or Charter Communications, Inc., and to deliver
      to you as soon as they are available, copies of any reports and financial
      statements furnished to or filed with the Commission or any securities
      exchange on which the Securities or any class of securities of the Issuers
      or Charter Communications, Inc. is listed;

            (j) During the period of two years after the Time of Delivery, the
      Issuers will not, and will not permit any of their "affiliates" (as
      defined in Rule 144 under the Act) to, resell any of the Securities which
      constitute "restricted securities" under Rule 144 that have been
      reacquired by any of them; and


                                       14

            (k) To use the net proceeds received from the sale of the Securities
      pursuant to this Agreement in the manner specified in the Offering
      Memorandum under the caption "Use of Proceeds."

            6. Each of the Issuers covenants and agrees with the several
Purchasers that the Issuers will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Issuers' counsel and accountants in
connection with the issue of the Securities and all other expenses in connection
with the preparation, printing and filing of the Offering Memorandum and any
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Purchasers and dealers; (ii) the cost of printing or producing
any Agreement among Purchasers, this Agreement, the Indentures, the Supplemental
Indentures, the Registration Rights Agreements, the Blue Sky and Legal
Investment Memoranda, closing documents (including any compilations thereof) and
any other documents in connection with the offering, purchase, sale and delivery
of the Securities; (iii) all expenses in connection with the qualification of
the Securities for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the
Purchasers in connection with such qualification and in connection with the Blue
Sky and Legal Investment surveys; (iv) any fees charged by securities rating
services for rating the Securities; (v) the cost of preparing the Securities;
(vi) the fees and expenses of the Trustee and any agent of the Trustee and the
fees and disbursements of counsel for the Trustee in connection with the
Indentures and the Securities; (vii) any cost incurred in connection with the
designation of the Securities for trading in PORTAL; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11 hereof,
the Purchasers will pay all of their own costs and expenses, including the fees
of their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.

            7. The obligations of the Purchasers hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Issuers herein are, at and as of the Time of Delivery,
true and correct, the condition that the Issuers shall have performed all of
their obligations hereunder theretofore to be performed, and the following
additional conditions:

            (a) Debevoise & Plimpton, counsel for the Purchasers, shall have
      furnished to you such opinion or opinions, dated the Time of Delivery,
      with respect to the matters covered in paragraphs (i), (iv), (v), (vi),
      (vii), (viii), (xii) (as to the Securities) and (xiii) and the negative
      assurance paragraph of the form of opinion attached as Annex II hereto as
      well as such other related matters as you may reasonably request, and such
      counsel shall have received such papers and


                                       15

      information as they may reasonably request to enable them to pass upon
      such matters;

            (b) Irell & Manella LLP, counsel for the Issuers, shall have
      furnished to you their written opinion, dated the Time of Delivery,
      substantially in the form of Annex II hereto.

            (c)   Cole, Raywid & Braverman, L.L.P., special regulatory
      counsel to the Issuers, shall have furnished to you their written
      opinion, dated the Time of Delivery, in form and substance reasonably
      satisfactory to you, to the effect that:

                  (i) The issue and sale of the Securities and the compliance by
            the Issuers with all of the provisions of the Securities, the
            Indentures, the Supplemental Indentures, the Registration Rights
            Agreements and this Agreement and the consummation of the
            transactions herein and therein contemplated do not and will not
            contravene the Cable Acts or any order, rule or regulation of the
            FCC to which the Issuers or any of their subsidiaries or any of
            their property is subject;

                  (ii) To the best of such counsel's knowledge, no consent,
            approval, authorization or order of, or registration, qualification
            or filing with the FCC is required under the Cable Acts or any
            order, rule or regulation of the FCC in connection with the issue
            and sale of the Securities and the compliance by the Issuers with
            all of the provisions of the Securities, the Indentures, the
            Supplemental Indentures, the Registration Rights Agreements and this
            Agreement and the consummation of the transactions herein and
            therein contemplated;

                  (iii) The statements set forth in the Offering Memorandum
            under the captions "Risk Factors" under the subheading "Regulatory
            and Legislative Matters" and in "Regulation and Legislation,"
            insofar as they constitute summaries of laws referred to therein,
            concerning the Cable Acts and the published rules, regulations and
            policies promulgated by the FCC thereunder, fairly summarize the
            matters described therein;

                  (iv) To the knowledge of such counsel based solely upon its
            review of publicly available records of the FCC and operational
            information provided by the Company's and its subsidiaries'
            management, the Company and its subsidiaries hold all FCC licenses
            for cable antenna relay services necessary to conduct the business
            of the Company and its subsidiaries as currently conducted, except
            to the extent the failure to hold such FCC licenses would not,
            individually and in the aggregate, be reasonably expected to have a
            Material Adverse Effect; and


                                       16

                  (v) Except as disclosed in the Offering Memorandum and except
            with respect to rate regulation matters, and general rulemakings and
            similar matters relating generally to the cable television industry,
            to such counsel's knowledge, based solely upon its review of the
            publicly available records of the FCC and upon inquiry of the
            Company's and its subsidiaries' management, during the time the
            cable systems of the Company and its subsidiaries have been owned by
            the Company and its subsidiaries (A) there has been no adverse FCC
            judgment, order or decree issued by the FCC relating to the ongoing
            operations of any of the Company or one of its subsidiaries that has
            had or could reasonably be expected to have a Material Adverse
            Effect; and (B) there are no actions, suits, proceedings, inquiries
            or investigations by or before the FCC pending or threatened in
            writing against or specifically affecting the Company or any of its
            subsidiaries or any cable system of the Company or any of its
            subsidiaries which could, individually or in the aggregate, be
            reasonably expected to result in a Material Adverse Effect;

            (d)   Curtis Shaw, Esq., General Counsel of the Company, shall
      have furnished to you his written opinion, dated the Time of Delivery,
      in form and substance satisfactory to you, to the effect that:

                  (i) Each subsidiary of the Company listed on a schedule
            attached to such counsel's opinion (the "Charter Subsidiaries") has
            been duly incorporated or formed, as the case may be, and is validly
            existing as a corporation or limited liability company, as the case
            may be, in good standing under the laws of its jurisdiction of
            incorporation or formation; and all of the issued shares of capital
            stock or limited liability company interests, as the case may be, of
            each Charter Subsidiary have been duly and validly authorized and
            issued and, assuming receipt of requisite consideration therefor,
            are fully paid and non-assessable;

                  (ii) Each of the Issuers and the Charter Subsidiaries has been
            duly qualified as a foreign corporation or limited liability
            company, as the case may be, for the transaction of business and is
            in good standing under the laws of each jurisdiction set forth in a
            schedule to such counsel's opinion;

                  (iii) To the best of such counsel's knowledge and other than
            as set forth in the Offering Memorandum, there are no legal or
            governmental proceedings pending to which the Issuers or any of
            their subsidiaries is party or of which any property of the Issuers
            or any of their subsidiaries is the subject which are likely to
            have, individually or in the aggregate, a Material Adverse Effect;
            and, to the best of such counsel's knowledge and


                                       17

            other than as set forth in the Offering Memorandum, no such
            proceedings are overtly threatened by governmental authorities or by
            others; and

            (e) On the date of the Offering Memorandum prior to the execution of
      this Agreement and also at the Time of Delivery, Arthur Andersen LLP shall
      have furnished to you a letter or letters, dated the respective dates of
      delivery thereof, in form and substance satisfactory to you;

            (f) (i) None of the Issuers or any of their subsidiaries shall have
      sustained since the date of the latest audited financial statements
      included in the Offering Memorandum any loss or interference with its
      business from fire, explosion, flood or other calamity, whether or not
      covered by insurance, or from any court or governmental action, order or
      decree, otherwise than as set forth or contemplated in the Offering
      Memorandum, and (ii) since the respective dates as of which information is
      given in the Offering Memorandum there shall not have been any change in
      the capital stock, limited liability company interests or long-term debt
      of the Issuers or any of their subsidiaries or any change, or any
      development involving a prospective change, in or affecting the general
      affairs, management, financial position, stockholders' or members' equity,
      or results of operations of the Issuers and their subsidiaries, otherwise
      than as set forth or contemplated in the Offering Memorandum, the effect
      of which, in any such case described in clause (i) or (ii), is in the
      judgment of the Purchasers so material and adverse as to make it
      impracticable or inadvisable to proceed with the offering or the delivery
      of the Securities on the terms and in the manner contemplated in this
      Agreement and in the Offering Memorandum;

            (g) On or after the date hereof (i) no downgrading shall have
      occurred in the rating accorded the debt securities of either of the
      Issuers by any "nationally recognized statistical rating organization," as
      that term is defined by the Commission for purposes of Rule 436(g)(2)
      under the Act, and (ii) no such organization shall have publicly announced
      that it has under surveillance or review, with possible negative
      implications, its rating of any of the debt securities of either of the
      Issuers;

            (h) On or after the date hereof there shall not have occurred any of
      the following: (i) a suspension or material limitation in trading in
      securities generally on the New York Stock Exchange or on the Nasdaq
      National Market; (ii) a suspension or material limitation in trading in
      Charter Communications, Inc.'s Class A common stock on the Nasdaq National
      Market, (iii) a general moratorium on commercial banking activities
      declared by either Federal or New York State authorities; or (iv) the
      outbreak or escalation of hostilities or the declaration of a national
      emergency or war or the occurrence of any other calamity or crisis, if the
      effect of any such event specified in this clause (iv) in the judgment of
      the


                                       18

      Purchasers makes it impracticable or inadvisable to proceed with the
      offering or the delivery of the Securities on the terms and in the manner
      contemplated in the Offering Memorandum;

            (i)   The Securities have been designated for trading on PORTAL;

            (j) The Issuers shall have furnished or caused to be furnished to
      you at the Time of Delivery certificates of officers of each Issuer
      satisfactory to you as to the accuracy of the representations and
      warranties of the Issuers herein at and as of such Time of Delivery, as to
      the performance by the Issuers of all of their obligations hereunder to be
      performed at or prior to such Time of Delivery, as to the matters set
      forth in subsections (f) and (g) of this Section and as to such other
      matters as you may reasonably request.

            8. (a) The Issuers, jointly and severally, will indemnify and hold
harmless each Purchaser against any losses, claims, damages or liabilities,
joint or several, to which such Purchaser may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Offering Memorandum, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, and will reimburse each Purchaser for any
legal or other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Issuers shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Offering Memorandum or any such amendment or
supplement in reliance upon and in conformity with written information relating
to the Purchasers furnished to the Issuers by any Purchaser through the Joint
Managers expressly for use therein.

            (b) The Purchasers, severally and not jointly, will indemnify and
hold harmless the Issuers against any losses, claims, damages or liabilities to
which the Issuers may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Offering Memorandum, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Offering Memorandum or any such amendment or supplement
in reliance upon and in conformity with written information relating to the
Purchasers furnished to the Issuers by such Purchaser through the Joint Managers
expressly for use therein; and


                                       19

will reimburse the Issuers for any legal or other expenses reasonably incurred
by the Issuers in connection with investigating or defending any such action or
claim as such expenses are incurred.

            (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. Any indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified
parties. The Issuers shall not be required to indemnify the Purchasers for any
amounts paid or payable by the Purchasers in the settlement of any action,
proceeding or investigation without the written consent of the Company, which
consent shall not be unreasonably withheld. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act, by or on behalf of any indemnified party.

            (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits


                                       20

received by the Issuers on the one hand and the Purchasers on the other from the
offering of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Issuers on the one
hand and the Purchasers on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one hand
and the Purchasers on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Issuers bear to the total underwriting discounts and commissions received by
the Purchasers, in each case as set forth in the Offering Memorandum. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Issuers on the one hand or the Purchasers on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Issuers and the Purchasers agree that it would
not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Purchaser shall be required to contribute
any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to investors were offered to
investors exceeds the amount of any damages which such Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. The Purchasers' obligations in this subsection (d)
to contribute are several in proportion to their respective underwriting
obligations and not joint.

            (e) The obligations of the Issuers under this Section 8 shall be in
addition to any liability which the Issuers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Act; and the obligations of the Purchasers
under this Section 8 shall be in addition to any liability which the respective
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Issuers and to each person, if
any, who controls the Issuers within the meaning of the Act.


                                       21

            9. (a) If any Purchaser shall default in its obligation to purchase
the Securities which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such
Securities on the terms contained herein. If within thirty-six hours after such
default by any Purchaser you do not arrange for the purchase of such Securities,
then the Issuers shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to you to
purchase such Securities on such terms. In the event that, within the respective
prescribed periods, you notify the Issuers that you have so arranged for the
purchase of such Securities, or the Issuers notify you that they have so
arranged for the purchase of such Securities, you or the Issuers shall have the
right to postpone the Time of Delivery for a period of not more than seven days,
in order to effect whatever changes may thereby be made necessary in the
Offering Memorandum, or in any other documents or arrangements, and the Issuers
agree to prepare promptly any amendments to the Offering Memorandum which in
your opinion may thereby be made necessary. The term "Purchaser" as used in this
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Securities.

            (b) If, after giving effect to any arrangements for the purchase of
the Securities of a defaulting Purchaser or Purchasers by you and the Issuers as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-tenth of the aggregate
principal amount of all the Securities, then the Issuers shall have the right to
require each non-defaulting Purchaser to purchase the principal amount of
Securities which such Purchaser agreed to purchase hereunder and, in addition,
to require each non-defaulting Purchaser to purchase its pro rata share (based
on the principal amount of Securities which such Purchaser agreed to purchase
hereunder) of the Securities of such defaulting Purchaser or Purchasers for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Purchaser from liability for its default.

            (c) If, after giving effect to any arrangements for the purchase of
the Securities of a defaulting Purchaser or Purchasers by you and the Issuers as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-tenth of the aggregate principal amount of
all the Securities, or if the Issuers shall not exercise the right described in
subsection (b) above to require non-defaulting Purchasers to purchase Securities
of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Purchaser or the
Issuers, except for the expenses to be borne by the Issuers and the Purchasers
as provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from
liability for its default.


                                       22

            10. The respective indemnities, agreements, representations,
warranties and other statements of the Issuers and the several Purchasers, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Purchaser or any controlling person of any Purchaser, or the
Issuers, or any officer or director or controlling person of the Issuers, and
shall survive delivery of and payment for the Securities.

            11. If this Agreement shall be terminated pursuant to Section 9
hereof, the Issuers shall not then be under any liability to any Purchaser
except as provided in Sections 6 and 8 hereof; but, if for any other reason
other than a termination pursuant to Section 7(h), the Securities are not
delivered by or on behalf of the Issuers as provided herein, the Issuers will
reimburse the Purchasers through you for all out-of-pocket expenses approved in
writing by you, including fees and disbursements of counsel, reasonably incurred
by the Purchasers in making preparations for the purchase, sale and delivery of
the Securities, but the Issuers shall then be under no further liability to any
Purchaser except as provided in Sections 6 and 8 hereof.

            12. In all dealings hereunder, you shall act on behalf of each of
the Purchasers, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Purchaser made or
given by you jointly or by the Joint Managers on behalf of you as Purchasers.

            All statements, requests, notices and agreements hereunder shall be
in writing, and if to the Purchasers shall be delivered or sent by mail, telex
or facsimile transmission to you as Purchasers in care of Salomon Smith Barney
Inc., 388 Greenwich Street, New York, NY 10013, Attention: Ashok Nayyar,
Managing Director, Leverage Finance; Banc of America Securities LLC, 9 West 57th
Street, 32nd Floor, New York, NY 10019, Attention: High Yield Capital Markets;
and J.P. Morgan Securities Inc., 270 Park Avenue, New York, NY 10017, Attention:
Laura Yachimski, Vice President, High Yield Capital Markets; and if to the
Issuers shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Issuers set forth in the Offering Memorandum, Attention:
Secretary; provided, however, that any notice to a Purchaser pursuant to Section
8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission
to such Purchaser at its address set forth in its Purchasers' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Issuers by you upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

            13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Purchasers, the Issuers, and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Issuers and the Purchasers
and each person who controls the Issuers or any Purchaser, and their respective
heirs, executors, administrators, successors


                                       23

and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the Securities from any
Purchaser shall be deemed a successor or assign by reason merely of such
purchase.

            14. Time shall be of the essence of this Agreement.

            15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

            16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.


                                       24

            If the foregoing is in accordance with your understanding, please
sign and return to us counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Issuers. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Issuers for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                            Very truly yours,

                            Charter Communications Holdings, LLC

                            By: /s/ Eloise Schmitz
                                -----------------------------------------------
                                Name: Eloise Schmitz
                                Title: Vice President


                            Charter Communications Holdings Capital Corporation

                            By: /s/ Eloise Schmitz
                                -----------------------------------------------
                                Name: Eloise Schmitz
                                Title: Vice President


                                      S-1

Accepted as of the date hereof

Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
TD Securities (USA) Inc.
BMO Nesbitt Burns Corp.
Credit Lyonnais Securities (USA) Inc.
RBC Dominion Securities Corporation
Scotia Capital (USA) Inc.
SunTrust Capital Markets, Inc.
U.S. Bancorp Piper Jaffray Inc.
ABN AMRO Incorporated
First Union Securities, Inc.
CIBC World Markets Corp.
Dresdner Kleinwort Wasserstein-Grantchester, Inc.


Acting severally on behalf of themselves and the several Purchasers named in
       Schedule I hereto.


By:  Salomon Smith Barney Inc.


By: /s/ Christopher L. Clipper
    ----------------------------------------
    Name:  Christopher L. Clipper
    Title:  Vice President


By:  Banc of America Securities LLC


By: /s/ Christopher R. Mitchell
    ----------------------------------------
    Name:  Christopher R. Mitchell
    Title:  Vice President


By:  J. P. Morgan Securities Inc.


By: /s/ Les Levi
    ----------------------------------------
    Name:  Les Levi
    Title:  Managing Director


                                      S-2

                                   SCHEDULE I


PURCHASER PRINCIPAL AMOUNT OF EIGHT-YEAR SENIOR NOTES TO BE PURCHASED --------------- Salomon Smith Barney Inc....................... $70,000,000 Banc of America Securities LLC................. 70,000,000 JP Morgan Securities Inc....................... 70,000,000 Fleet Securities, Inc.......................... 28,000,000 TD Securities (USA) Inc........................ 28,000,000 BMO Nesbitt Burns Corp......................... 10,500,000 Credit Lyonnais Securities (USA) Inc........... 10,500,000 RBC Dominion Securities Corporation............ 10,500,000 Scotia Capital (USA) Inc....................... 10,500,000 SunTrust Capital Markets, Inc.................. 10,500,000 U.S. Bancorp Piper Jaffray Inc................. 10,500,000 ABN AMRO Incorporated.......................... 7,000,000 First Union Securities, Inc.................... 7,000,000 CIBC World Markets Corp........................ 3,500,000 Dresdner Kleinwort Wasserstein-Grantchester, 3,500,000 Inc............................................ ----------- Total.................................... $350,000,000
PURCHASER PRINCIPAL AMOUNT OF TEN-YEAR SENIOR NOTES TO BE PURCHASED --------------- Salomon Smith Barney Inc....................... $60,000,000 Banc of America Securities LLC................. 60,000,000 JP Morgan Securities Inc....................... 60,000,000 Fleet Securities, Inc.......................... 24,000,000 TD Securities (USA) Inc........................ 24,000,000 BMO Nesbitt Burns Corp......................... 9,000,000 Credit Lyonnais Securities (USA) Inc........... 9,000,000 RBC Dominion Securities Corporation............ 9,000,000 Scotia Capital (USA) Inc....................... 9,000,000 SunTrust Capital Markets, Inc.................. 9,000,000 U.S. Bancorp Piper Jaffray Inc................. 9,000,000 ABN AMRO Incorporated.......................... 6,000,000 First Union Securities, Inc.................... 6,000,000 CIBC World Markets Corp........................ 3,000,000 Dresdner Kleinwort Wasserstein-Grantchester, 3,000,000 Inc............................................ ----------- Total.................................... $300,000,000
PURCHASER PRINCIPAL AMOUNT AT MATURITY OF SENIOR DISCOUNT NOTES TO BE PURCHASED --------------- Salomon Smith Barney Inc....................... $90,000,000 Banc of America Securities LLC................. 90,000,000 JP Morgan Securities Inc....................... 90,000,000 Fleet Securities, Inc.......................... 36,000,000 TD Securities (USA) Inc........................ 36,000,000 BMO Nesbitt Burns Corp......................... 13,500,000 Credit Lyonnais Securities (USA) Inc........... 13,500,000 RBC Dominion Securities Corporation............ 13,500,000 Scotia Capital (USA) Inc....................... 13,500,000 SunTrust Capital Markets, Inc.................. 13,500,000 U.S. Bancorp Piper Jaffray Inc................. 13,500,000 ABN AMRO Incorporated.......................... 9,000,000 First Union Securities, Inc.................... 9,000,000 CIBC World Markets Corp........................ 4,500,000 Dresdner Kleinwort Wasserstein-Grantchester, 4,500,000 Inc............................................ ----------- Total.................................... $450,000,000
2 ANNEX I (1) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery, only in accordance with Rule 903 of Regulation S or Rule 144A or pursuant to Paragraph 2 of this Annex I under the Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S." Terms used in this paragraph have the meanings given to them by Regulation S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Issuers. (2) Notwithstanding the foregoing, Securities in registered form may be offered, sold and delivered by the Purchasers in the United States and to U.S. persons pursuant to Section 3 of this Agreement without delivery of the written statement required by paragraph (1) above. (3) Each Purchaser further represents and agrees that (i) it has not offered or sold and prior to the date six months after the date of issue of the Securities will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied, and will comply, with all applicable provisions of the Financial Services Act 1986 of the United Kingdom with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 of the United Kingdom or is a person to whom the document may otherwise lawfully be issued or passed on. (4) Each Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. Each Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. Each Purchaser agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except in any such case with the express written consent of each of the Joint Managers and then only at such Purchaser's own risk and expense. 2 ANNEX II FORM OF IRELL & MANELLA LLP OPINION EXHIBIT A FORM OF EIGHT-YEAR SENIOR NOTE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXHIBIT B FORM OF TEN-YEAR SENIOR NOTE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXHIBIT C FORM OF SENIOR DISCOUNT NOTE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT