**Exhibit
      10.1**




SENIOR
      NOTES


EXCHANGE
      AGREEMENT




This
      SENIOR NOTES EXCHANGE AGREEMENT (the “ Agreement ”)
      is
      entered into as of March 13, 2006, by and among Charter Communications
      Operating, LLC, a Delaware limited liability company (“ CCO ”),
      Charter Communications Operating Capital Corp., a Delaware corporation (together
      with CCO, the “ CCO
      Issuers ”),
      Renaissance Media (Louisiana) LLC, a Delaware limited liability company
      (“ Louisiana ”),
      Renaissance Media (Tennessee) LLC, a Delaware limited liability company
      (" Tennessee "),
      Renaissance Media Capital Corporation, a Delaware corporation (together with
      Louisiana and Tennessee, the “ Renaissance
      Issuers ”),
      and
      Citadel Equity Fund Ltd(the “ Holder ”),
      with
      reference to the following facts (capitalized terms used but not otherwise
      defined herein shall have the meanings set forth in Exhibit A
      hereto):




A.
      The
      Holder is the beneficial owner of an aggregate principal amount of $37,233,000
      10% Senior Discount Notes due 2008 (the “ Renaissance
      Notes ”)
      issued
      by the Renaissance Issuers;




B.
      The
      Holder wishes to exchange its Renaissance Notes for an initial aggregate
      principal amount of $37,372,000 new 8-3/8% Senior Second Lien Notes due 2014
      issued by the CCO Issuers (the “ New
      CCO Notes ”)
      and
      having terms and conditions identical to the CCO Issuers’ currently outstanding
      8-3/8% Senior Second Lien Notes due 2014 (" Existing
      CCO Notes "),
      on
      the basis set forth in this Agreement; and




C.
      The
      CCO Issuers wish to effectuate such exchange on the terms and conditions set
      forth herein;




NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      hereinafter contained, the parties hereto agree as follows:




1.  Exchange .
      Subject
      to the terms and conditions of this Agreement, the Holder agrees to sell, and
      the CCO Issuers agree to purchase, the Renaissance Notes in exchange for New
      CCO
      Notes, on the basis set forth in this Agreement (such transactions in this
      Section 1, the “ Exchange ”).
      At
      the Closing (as defined below), or thereafter in the case of interest payments,
      the following transactions shall occur:




1.1  The
      Holder shall sell, assign and transfer to the CCO Issuers (or their designee)
      all right, title and interest in and to, and all Claims in respect of, or
      arising or having arisen as a result of the Holder’s status as a holder of, all
      of the Holder’s Renaissance Notes, free and clear of all Liens, and cause the
      Renaissance Notes to be credited to the securities account maintained with
      Depository Trust Company (" DTC ")
      by a
      securities intermediary acting for the CCO Issuers (or their designee) (the
      " CCO
      Securities Account ").




1.2  CCO
      shall
      pay or cause to be paid to the Holder in cash the amount of $374,987.74 (three
      hundred and seventy-four thousand nine hundred and







eighty-seven
      United States dollars and seventy-four cents) as calculated in accordance with
      Schedule 1.2 of this Agreement and assuming a closing date of March 13, 2006.
      In
      the event such Closing occurs on March 14, 2006, the Parties will adjust the
      cash payment by an amount not in excess of $1,700 (one thousand seven hundred
      United States dollars) and in accordance with the formula in Schedule 1.2.
      Such
      payment shall be made by wire transfer upon delivery of all the Renaissance
      Notes.




1.3  In
      exchange for the transfer, sale and assignment of the Renaissance Notes by
      the
      Holder to the CCO Issuers, the CCO Issuers shall deliver, or cause to be
      delivered, to the Holder the New CCO Notes. New CCO Notes shall be issued only
      in minimum denominations of $1,000 and integral multiples thereof, and no
      fractional interests in New CCO Notes shall be issued.




1.4  The
      New
      CCO Notes shall be issued under and subject to the Indenture, dated as of April
      27, 2004, by and among the CCO Issuers and Wells Fargo Bank, N.A., as trustee
      (the “ CCO
      Indenture ”),
      pursuant to a supplemental indenture thereto to be dated as of the Closing
      Date
      (the " CCO
      Supplemental Indenture ").
      Each
      of the  CCO
      Issuers and the Holder shall execute and/or deliver such other documents and
      agreements as are customary and reasonably necessary to effectuate the Exchange
      in connection with the Closing.




1.5  Closing .
      The
      closing of the Exchange (the “ Closing ”)
      shall
      occur on March 14, 2006 (the “ Closing
      Date ”).
      In
      the event the Closing does not occur on or before the Closing Date, this
      Agreement shall terminate in accordance with Article 6 of this
      Agreement.




2.  Representations
      and Warranties of the CCO Issuers. The CCO
      Issuers jointly and severally represent and warrant to the Holder, as of the
      date hereof and as of the Closing Date, that:




2.1  Organization
      and Qualification .
      Each of
      the CCO Issuers is an entity duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its formation and has the
      requisite corporate or limited liability company power and authority to enter
      into and perform its obligations under this Agreement, and to own, lease and
      operate its assets and properties and to carry on its business as it is now
      being conducted.




2.2  Authorization
      and Binding Obligation .
      Each of
      the CCO Issuers has full corporate or limited liability company power to execute
      and deliver the Transaction Documents to which it is or will be a party. The
      execution and delivery of this Agreement by each CCO Issuer and the performance
      of its obligations hereunder have been, and the execution and delivery of the
      other Transaction Documents by each CCO Issuer and the performance of its
      obligations thereunder have been, duly authorized by all necessary corporate
      or
      limited liability company action, including any necessary approvals by their
      respective boards of directors or managers, and no other corporate or limited
      liability company proceedings on their part are or will be necessary for the
      execution and delivery of this Agreement and the




-2-




other
      Transaction Documents and the performance of their obligations provided for
      herein and therein.  This Agreement has been, and the other Transaction
      Documents have been, or on or prior to the Closing Date will be, duly executed
      and delivered by each CCO Issuer and, assuming this Agreement and the other
      Transaction Documents are or, on or prior to the Closing Date will be, binding
      obligations of the Holder, this Agreement constitutes, and the other Transaction
      Documents constitute, or on or prior to the Closing Date will constitute, valid
      and binding obligations of the CCO Issuers, enforceable against them in
      accordance with their respective 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.




2.3  No
      Conflict; Required Filings and Consents .




(a)  The
      execution and delivery of this Agreement and the other Transaction Documents
      by
      the CCO Issuers and the performance of their obligations hereunder and
      thereunder will not (i) conflict with or violate the organizational
      documents of the CCO Issuers or any of their direct or indirect subsidiaries
      or
      parent companies, (ii) conflict with or violate any Legal Requirement
      applicable to the CCO Issuers or any of their direct or indirect subsidiaries
      or
      parent companies, or by which any of their respective properties is bound or
      affected, or (iii) result in any breach of or constitute a default (or an
      event that with notice or lapse of time or both would become a default) under
      any note, bond, mortgage, indenture, contract, agreement, lease, license,
      permit, franchise or other instrument or obligation to which the CCO Issuers
      or
      any of their direct or indirect subsidiaries or parent companies are a party
      or
      by which any of them or any of their respective properties are bound or
      affected, except where (in the case of clauses (ii) and (iii)) any of the
      foregoing would not, either individually or in the aggregate, have or reasonably
      be expected to have a Material Adverse Effect.




(b)  The
      execution and delivery of this Agreement and the other Transaction Documents
      by
      the CCO Issuers and the performance of their obligations hereunder and
      thereunder will not require any prior consent, approval or authorization, or
      prior filing with or notification to, any Governmental Authority, except where
      the failure to obtain such prior consents, approvals or permits, or to make
      such
      prior filings or notifications, would have or reasonably be expected to have
      a
      Material Adverse Effect.




2.4  Material
      Disclosure .
      The
      Renaissance Issuers have previously filed with the Securities and Exchange
      Commission (“ SEC ”)
      their
      annual report on Form 10-K for the year ended December 31, 2004, and their
      quarterly report on Form 10-Q for the quarter ended September 30, 2005 (the
      “ Renaissance
      Reports ”).
      The
      CCO Issuers have previously furnished to the holders of the Existing CCO Notes
      their annual report on Form 10-K for the year ended December 31, 2004, and
      their
      quarterly report on Form 10-Q for the quarter ended September 30, 2005 (the
      “ CCO
      Reports ”).
      Charter Communications, Inc. has previously filed with the SEC its annual report
      on Form 10-K for the year ended December 31, 2005 (the “CCI 10-K”). The CCI
      10-K, the Renaissance Reports and the CCO Reports are collectively referred
      to
      herein as the “Information.”
The
      non-financial information included in the Information is accurate, as of the
      dates specified therein, in all material respects. The




-3-




consolidated
      financial statements (including the notes thereto) included in the Information
      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 United States generally accepted accounting
      principles applied on a consistent basis, subject to year end audit adjustments
      in the case of unaudited financial statements and to the exceptions to
      consistency related to the adoption of new generally accepted accounting
      principles described therein. There has been no change in the business or
      financial condition of CCO, the Renaissance Issuers or their subsidiaries since
      December 31, 2004, which would reasonably be expected to have a Material Adverse
      Effect, except as has been disclosed in the Information or contained or
      reflected in any press release issued prior to the date of this Agreement or
      in
      any report, schedule, form, statement or other document (together with all
      exhibits, financial statements, schedules and any amendments thereto) that
      has
      been filed by CCO with the SEC prior to the date of this Agreement pursuant
      to
      the reporting requirements of the Exchange Act (including material filed
      pursuant to Section 13(a) or 15(d)) or the filing requirements of the
      Securities Act or that has been furnished by the Renaissance Issuers to the
      holders of the Existing CCO Notes prior to the date of this Agreement or in
      the
      documents listed on Schedule 2.4 hereto. The Information, taken together with
      (i) any subsequent reports, schedules, forms, statements and other documents
      (together with all exhibits, financial statements, schedules and any amendments
      thereto) that have been filed by the CCO Issuers and their parent and subsidiary
      companies with the SEC pursuant to the filing requirements of the Securities
      Act
      or the reporting requirements of the Exchange Act prior to the date of this
      Agreement (including material filed pursuant to Section 13(a) or 15(d)) or
      that have furnished by the Renaissance Issuers to the holders of the Existing
      CCO Notes prior to the date of this Agreement does not contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.




2.5  Same
      Issuer .
      The
      issuer of the New CCO Notes and the issuer of the Renaissance Notes is the
      same
      entity for United States federal income tax purposes, assuming that the
      respective corporate co-issuers are not treated as issuers for such tax
      purposes.




2.6  Restricted
      Securities .
      On the
      Closing Date, the New CCO Notes will not be of the same class as securities
      listed on a national securities exchange registered under Section 12 of the
      Securities Exchange Act of 1934, as amended (the “ Exchange
      Act ”)
      or
      quoted in an automated inter-dealer quotation system.




2.7  No
      Integration .
      Neither
      the CCO Issuers nor any of their affiliates (as defined in Rule 501(b) of
      Regulation D of the Securities Act (“ Regulation
      D ”))
      has,
      directly or through any agent, sold, offered for sale, solicited offers to
      buy
      or otherwise negotiated in respect of, any security (as defined in the
      Securities Act), that is or will be integrated with the sale of the New CCO
      Notes in a




-4-


manner
      that would require registration of the New CCO Notes under the Securities
      Act.




2.8  No
      General Solicitation .
      None of
      the CCO Issuers nor any of their affiliates or any other person acting on their
      behalf (other than the Holder, as to which no representation is made) has
      solicited offers for, or offered or sold, the New CCO Notes by means of any
      form
      of general solicitation or general advertising within the meaning of Rule 502(c)
      of Regulation D or in any manner involving a public offering within the meaning
      of Section 4(2) of the Securities Act.




2.9  Securities
      Law Exemptions .
      Assuming the accuracy of the representations and warranties of the Holder
      contained herein and the Holder's compliance with its agreements set forth
      herein, it is not necessary, in connection with the issuance and sale of the
      New
      CCO Notes to the Holder, to register the New CCO Notes under the Securities
      Act
      or to qualify the indenture relating to such New CCO Notes under the Trust
      Indenture Act of 1939, as amended.




3.  Representations
      and Warranties of the Holder .
      The
      Holder represents and warrants to the Renaissance Issuers and the CCO Issuers,
      as of the date hereof and as of the Closing Date, as follows:




3.1  Organization,
      Standing, and Authority .
      The
      Holder (i) is duly organized, validly existing and in good standing under
      the laws of its state of organization and (ii) has the requisite corporate
      or other entity power and authority to execute and deliver this Agreement and
      to
      perform its obligations hereunder.




3.2  Authorization
      and Binding Obligation .
      The
      execution and delivery of this Agreement and any other Transaction Documents
      to
      which it will be a party and the performance by the Holder of its obligations
      hereunder and thereunder have been duly authorized by all necessary
      organizational action, including any necessary approval by its board of
      directors or other governing body, and no other organizational proceedings
      on
      its part are necessary for the execution and delivery of this Agreement and
      any
      other Transaction Documents to which it will be party and the performance of
      its
      obligations provided for herein and therein.  This Agreement has been, and
      any other Transaction Documents to which it is a party will be, duly executed
      and delivered by it and, assuming this Agreement and such other Transaction
      Documents are binding obligations of the CCO Issuers, this Agreement and such
      other Transaction Documents will constitute valid and binding obligations of
      it
      enforceable against it 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.




3.3  Ownership
      of Securities; Ability to Deliver .




(a)  The
      Holder owns, directly or beneficially, all of the Renaissance Notes. The Holder
      owns all of such Renaissance Notes free and clear of any Liens (other than
      the
      obligations pursuant to this Agreement and except for such transfer




-5-


restrictions
      of general applicability as may be provided under the Securities Act and the
      “blue sky” laws of the various States of the United States). Without limiting
      the foregoing, except for the Holder’s obligations under this Agreement and
      except for such transfer restrictions of general applicability as may be
      provided under the Securities Act and the “blue sky” laws of the various States
      of the United States, the Holder has sole power of disposition with respect
      to
      all such Renaissance Notes, with no restrictions on its rights of disposition
      pertaining thereto and no person or entity other than the Holder has any right
      to direct or approve the disposition of any such Renaissance Notes. All of
      the
      Holder's Renaissance Notes are held for the account of the Holder by the entity
      named on its signature page of this Agreement.




(b)  The
      Holder, to the extent it owns all or some of the Renaissance Notes beneficially,
      has confirmed with each securities intermediary through which it holds, directly
      or indirectly, any of the Renaissance Notes (other than DTC) that such
      securities intermediary holds, or will hold on the Closing Date a sufficient
      principal amount of Renaissance Notes, free and clear of any securities lending,
      short sale or other arrangement or adverse claim, so that the Renaissance Notes
      can be credited to the CCO Securities Account on the Closing Date (the
      " Minimum
      Amount ")
      and
      each such securities intermediary has agreed to maintain at all times through
      the Cutoff Date (as defined in Section 6.4), a principal amount of Renaissance
      Notes at least equal to the Minimum Amount free and clear of any securities
      lending, short sale or other arrangement or adverse claim that would prevent
      such crediting to the CCO Securities Account on the Closing Date.




3.4  New
      CCO Notes Not Registered .
      The
      Holder understands that the New CCO Notes, when issued, will not have been
      registered under the Securities Act, will bear the restrictive legend specified
      in the CCO Indenture and are issued in reliance upon an exemption from the
      registration requirements of the Securities Act, which depends upon, among
      other
      things, the accuracy of the representations of the Holder as expressed herein.
      The Holder is not acquiring the New CCO Notes with a view to any distribution
      thereof or with any present intention of offering or selling any of the New
      CCO
      Notes in a transaction that would violate the Securities Act or the securities
      laws of any state of the United States or any other applicable jurisdiction.
      The
      Holder has not offered, sold or delivered the New CCO Notes to be acquired
      by
      the Holder, and will not offer, sell or deliver the New CCO Notes, except
      pursuant to an effective registration statement under the Securities Act or
      an
      exemption from such registration to the extent available under the Securities
      Act.




3.5  Qualified
      Institutional Buyer; Knowledge . **** The
      Holder is a “qualified institutional buyer” as defined in Rule 144A promulgated
      under the Securities Act, with such knowledge and expertise in financial and
      business matters as are necessary in order to evaluate the merits and risks
      of
      the transactions contemplated by this Agreement, including the investment in
      the
      New CCO Notes. The Holder has reviewed the Information and all other information
      referred to in Section 2.4 hereto, is aware of the business affairs and
      financial condition of the




-6-


CCO
      Issuers and the Renaissance Issuers and has acquired sufficient information
      about the CCO Issuers and the Renaissance Issuers to reach an informed and
      knowledgeable decision to exchange the Renaissance Notes for the New CCO
      Notes.




4.  Covenants .




4.1  Reasonable
      Best Efforts to Close .
      The CCO
      Issuers and the Holder shall use commercially reasonable best efforts to take
      such actions as are necessary or desirable to consummate the transactions
      contemplated by this Agreement (including in the case of the Holder, any actions
      that may be desirable to ensure that the Renaissance Notes are credited to
      the
      CCO Securities Account on the Closing Date).




4.2  Limitations
      on Transfer .
      During
      the period from the execution of this Agreement until the earlier of (a) the
      termination of this Agreement, or (b) the Closing Date, no Holder shall sell,
      assign or transfer any interest in its Renaissance Notes, or otherwise take
      any
      action which would inhibit or impair the Holder’s ability to deliver such
      Renaissance Notes at the Closing in compliance with the terms of this Agreement
      (including any action that would impair the ability of the relevant securities
      intermediary through which the Holder, directly or indirectly, holds the
      Renaissance Notes, from transferring the Renaissance Notes to the CCO Securities
      Account on the Closing Date). Subject to the restrictions set forth in Section
      4.3 and the Confidentiality Agreement referred to therein, the Holder may sell,
      transfer or assign other securities of Charter Communications, Inc.
      (" CCI ")
      and
      its affiliates owned by it which are not the subject of this
      Agreement.




4.3  Confidentiality
      Agreement .
      Notwithstanding anything to the contrary therein, the Confidentiality Agreement
      (the " Confidentiality
      Agreement ")
      previously entered into between the Holder and CCI, and the confidentiality
      and
      standstill obligations set forth therein, shall expire after completion of
      all
      items at the Closing. Except as required by any Legal Requirement, the CCO
      Issuers and their affiliates will keep confidential the participation of the
      Holder in the transactions contemplated hereby and the amount of Renaissance
      Notes sold by it hereunder with the same level of care such party holds its
      own
      confidential and proprietary information.




4.4  PORTAL
      and DTC .
      The CCO
      Issuers shall use their reasonable best efforts to arrange, on or before the
      Closing Date, for the New CCO Notes to be designated Private Offerings, Resales
      and Trading through Automated Linkages (“ PORTAL ”)
      Market
      securities in accordance with the rules and regulations adopted by the National
      Association of Securities Dealers, Inc. (“ NASD ”)
      relating to trading in the PORTAL Market, for the New CCO Notes to be eligible
      for clearance and settlement through DTC.




4.5  No
      Integration .
      Neither
      the CCO Issuers nor any of their affiliates (as defined in Rule 501(b) of
      Regulation D) will, directly or through any agent, sell, offer for sale, solicit
      offers to buy or otherwise negotiate in respect of, any security (as defined
      in
      the Securities Act), that is or will be integrated with the sale of





-7-


the
      New
      CCO Notes in a manner that would require registration of the New CCO Notes
      under
      the Securities Act.




4.6  No
      General Solicitation .
      None of
      the CCO Issuers or any of their affiliates or any other person acting on their
      behalf (other than the Holder, as to which no covenant is given) will solicit
      offers for, or offer or sell, the New CCO Notes by means of any form of general
      solicitation or general advertising within the meaning of Rule 502(c) of
      Regulation D or in any manner involving a public offering within the meaning
      of
      Section 4(2) of the Securities Act.




4.7  No
      Distribution of Renaissance Notes .
      The CCO
      Issuers shall not resell or reissue the Renaissance Notes in any manner that
      would cause the Holder to be engaged in a distribution of the Renaissance Notes
      under the Securities Act of 1933, as amended.




4.8  Tax
      Treatment .
      The
      parties agree to treat the issuance of the New CCO Notes in exchange for the
      Renaissance Notes as a taxable exchange for United States federal income tax
      purposes, unless otherwise required by law.




5.  Conditions
      to Closing .




5.1  Conditions
      to the Obligation of the Holder .
      The
      obligation of the Holder to close the Exchange is subject to the fulfillment
      (or
      waiver) on or before the Closing Date of the following:




(a)  No
      Injunction or Proceeding .
      As of
      the Closing, there shall be no injunction, stay or restraining order in effect
      with respect to the transactions provided for herein and there shall not be
      pending or threatened any action, proceeding or investigation involving the
      Holder challenging or seeking damages from the Holder in connection with the
      Exchange or seeking to restrain or prohibit the consummation of the
      Exchange.




(b)  Accuracy
      of Representation s.
      The
      representations and warranties made by the CCO Issuers in this Agreement shall
      have been accurate in all material respects as of the date of this Agreement
      and
      shall be accurate in all material respects as of the Closing Date as if made
      on
      the Closing Date (except those qualified by Material Adverse Effect, which
      shall
      be accurate in all respects).




(c)  Performance .
      The
      covenants and obligations that the CCO Issuers are required to comply with
      or to
      perform pursuant to this Agreement at or prior to the Closing shall have been
      complied with and performed in all material respects.


(d)  Execution
        and Delivery of Transaction Documents .
        The
        Transaction Documents shall have been executed and delivered by all parties
        thereto (other than the Holder) and delivered to the Holder.
  (e)  PORTAL
        and DTC .
        The CCO
        Issuers shall have arranged for the New CCO Notes to be designated PORTAL
        Market
        securities in accordance with


-8-


the
      rules
      and regulations adopted by the NASD relating to trading in the PORTAL Market
      and
      for the New CCO Notes to be eligible for clearance and settlement through the
      Depositary Trust Company.




5.2  Conditions
      to the Obligations of the CCO Issuers .
      The
      obligations of the CCO Issuers to close the Exchange are subject to the
      fulfillment (or waiver) on or before the Closing Date of the
      following:




(a)  No
      Injunction .
      As of
      the Closing, there shall be no injunction, stay or restraining order in effect
      with respect to the transactions provided for herein and there shall not be
      pending or threatened any action, proceeding or investigation challenging or
      seeking damages in connection with the Exchange or seeking to restrain or
      prohibit the consummation of the Exchange.




(b)  Accuracy
      of Representation s.
      The
      representations and warranties made by the Holder in this Agreement shall have
      been accurate in all material respects as of the date of this Agreement and
      shall be accurate in all material respects as of the Closing Date as if made
      on
      the Closing Date.




(c)  Performance .
      The
      other covenants and obligations that the Holder is required to comply with
      or to
      perform pursuant to this Agreement at or prior to such Closing shall have been
      complied with and performed in all material respects.




(d)  Execution
      and Delivery of Transaction Documents .
      The
      Transaction Documents shall have been executed and delivered by all parties
      thereto (other than the CCO Issuers) and delivered to CCO.




6.  Termination .




6.1  By
      Mutual Consent .
      This
      Agreement may be terminated at any time prior to the Closing Date by the mutual
      written consent of CCO and the Holder.




6.2  By
      Holder .  This
      Agreement may be terminated by the Holder, upon a material breach of any
      representation, warranty, covenant or agreement on the part of the CCO Issuers
      set forth in this Agreement, or if any representation or warranty of the CCO
      Issuers shall have become materially incorrect or untrue (or, in the case of
      representations or warranties qualified by reference to a Material Adverse
      Effect, shall have become incorrect or untrue) in either case such that the
      conditions set forth in Section 5.1(a) or 5.1(b) would not be satisfied and
      in
      either case not less than one business day after written notice of such breach
      by the Holder to CCO.




6.3  By
      the
      CCO Issuers .
      This
      Agreement may be terminated by the CCO Issuers, upon a material breach of any
      representation, warranty, covenant or agreement on the part of the Holder set
      forth in this Agreement, or if any representation or warranty of the Holder
      shall have become materially incorrect or untrue, in either case such that
      the
      conditions set forth in Section 5.2(a) or Section 5.2(b) would not be satisfied
      and in either case not less than one business day after written notice of such
      breach by CCO to the Holder.


-9-




6.4  Failure
      to Close .
      If the
      Closing does not occur on or before March 14, 2006 (the " Cutoff
      Date "),
      then
      the Holder, the Renaissance Issuers or the CCO Issuers may terminate this
      Agreement by delivery of written notice of termination to the other parties
      hereto; provided, however, any party that is in material breach of this
      Agreement shall not have the right to terminate this Agreement pursuant to
      this
      Section 6.4.




6.5  Effect
      of Termination .
      If this
      Agreement is terminated as provided in this Section 6, then this Agreement
      will
      forthwith become null and void and there will be no liability on the part of
      any
      party hereto to any other party hereto or any other person or entity in respect
      thereof, provided that: (i) the obligations of the parties described in Section
      7.3 will survive any such termination; and (ii) no such termination will relieve
      any party from liability for breach of its obligations under this Agreement,
      and
      in such event the other parties shall have all rights and remedies available
      at
      law or equity, including the right of specific performance against such
      party.




7.  Miscellaneous .




7.1  Governing
      Law .
      This
      Agreement shall be governed in all respects by the internal laws of the State
      of
      New York without regard to principles of conflicts of law or choice of
      law.




7.2  Further
      Assurances; Additional Documents .
      The
      parties shall take any actions and execute any other documents that may be
      necessary or desirable to the implementation and consummation of this Agreement
      upon the reasonable request of the other party.




7.3  Fees
      and Expenses .
      Each
      party shall be responsible for its own fees and expenses incurred in connection
      with this Agreement.




7.4  Severability .
      If any
      term or provision of this Agreement is determined by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced by any rule
      of law or public policy, all other terms and provisions of this Agreement shall
      nevertheless remain in full force and effect so long as the economic or legal
      substance of the transactions contemplated hereby is not affected in any manner
      materially adverse to any party. Upon determination that any term or other
      provision of this Agreement is invalid, illegal or incapable of being enforced,
      the parties hereto shall negotiate in good faith to attempt to agree on a
      modification of this
      Agreement so as to effect the original intent of the parties as closely as
      possible to the fullest extent permitted by law in an acceptable manner to
      the
      end that the transactions contemplated hereby are fulfilled to the greatest
      extent possible.


7.5  Entire
        Agreement .
        This
        Agreement, the Confidentiality Agreement and the other Transaction Documents
        represent the entire agreement and understandings between the parties concerning
        the Exchange and the other matters


-10-


described
      therein and supersede and replace any and all prior agreements and
      understandings.




7.6  No
      Oral Modification .
      This
      Agreement may only be amended in writing signed by the CCO Issuers and by the
      Holder.




7.7  Notices .
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be deemed to have been duly given at the time of receipt if delivered
      by
      hand, by reputable overnight courier or by facsimile transmission (with receipt
      of successful and full transmission) to the applicable parties hereto at the
      address stated on the signature pages hereto or if any party shall have
      designated a different address or facsimile number by notice to the other party
      given as provided above, then to the last address or facsimile number so
      designated.




7.8  Submission
      to Jurisdiction .
      Each of
      the parties hereto (a) consents to submit itself to the personal jurisdiction
      of
      any federal court located in the state of New York or any New York state court
      in the event any dispute arises out of this Agreement or any of the transactions
      contemplated hereby, (b) agrees that it will not attempt to deny or defeat
      such
      personal jurisdiction by motion or other request for leave from any such court
      and (c) agrees that it will not bring any action relating to this Agreement
      or
      any of the transactions contemplated hereby in any court other than a federal
      or
      state court sitting in the state of New York.




7.9  EACH
      OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY
      JURY
      IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.




7.10  Counterparts .
      This
      Agreement may be executed in one or more counterparts each of which shall be
      deemed an original and all of which together shall constitute one instrument.
      Facsimile signatures shall constitute original signatures.




**[NEXT
      PAGE IS SIGNATURE PAGE]**









-11-


**SIGNATURE
      PAGE TO EXCHANGE AGREEMENT**




IN
      WITNESS WHEREOF the parties have executed this Agreement on the date first
      written above.




CHARTER
                COMMUNICATIONS OPERATING, LLC, a Delaware limited liability
                companyBy:
            /s/
                Thomas M. DegnanName:
            Thomas
                M. DegnanIts:
            Vice-President,
                Treasury OperationsCHARTER
                COMMUNICATIONS OPERATING CAPITAL CORP., a Delaware
                corporationBy:
            /s/
                  Thomas M. DegnanName:
            Thomas
                M. DegnanIts:
            Vice-President,
                Treasury OperationsRENAISSANCE
                MEDIA (LOUISIANA), LLC, a Delaware limited liability
                companyBy:
            /s/
                  Thomas M. DegnanName:
            Thomas
                M. DegnanIts:
            Vice-President,
                Treasury OperationsRENAISSANCE
                MEDIA (TENNESSEE), LLC, a Delaware limited liability
                companyBy:
                /s/
                Thomas M. DegnanName:
                Thomas M. DegnanIts:
                Vice-President, Treasury
                Operations








RENAISSANCE
                MEDIA CAPITAL CORPORATION, a Delaware corporationBy:
            /s/
                  Thomas M. DegnanName:
            Thomas
                M. DegnanIts:
            Vice-President,
                Treasury Operations**Notice
                Address:**Charter
                Communications, Inc.
              12405
                Powerscourt Drive
              St.
                Louis, Missouri 63131
              Facsimile:
                (314) 965-8793
              Attn:
                General Counsel
            With
                a copy to:
              Gibson,
                Dunn & Crutcher LLP
              200
                Park Avenue
              New
                York, NY 10166-0193
              Facsimile:
                (212) 351-5276
              Attn:
                Joerg Esdorn, Esq.










**HOLDER’S
      SIGNATURE PAGE TO EXCHANGE AGREEMENT**







Citadel
                Equity Fund Ltd.
              By:
                Citadel Limited Partnership, Portfolio Manager
              By:
                Citadel Investment Group, L.L.C., its General Partner
              
              
              By:
                /s/ Christopher L. Ramsay
              Name:
                Christoper L. Ramsay
              Title:
                Director and Associate General Counsel





By:
            ____________________________Name:
            ____________________________Its:
            ____________________________





Name
      of
      nominee holder or DTC Participant(s) holding Renaissance Notes for the benefit
      of Holder:








DTC
      Participant Number:





Holder
      Name and Address:


























**Schedule
      1.2. (Worksheet)**







Charter
                  Communications, Inc.Private
                  Bond ExchangeCitadelSchedule
                  1.2Exchange
                  date 3/13/2006**Bonds
                  DWACed for Cancellation**Renaissance
              
              
              
              
              
              
              
              
              37,233,000Senior
                  notes due 4-15-2008
              
              
              10.000
              %Last
                  interest payment date
              
              
              10/15/2005Days
                  360 to Exchange date
              
              
              148Accrued
                  interest owed to bondholder
              
              
              
              
              
              A
              
              
              1,530,690.00**Bonds
                  issued by Charter**CCO
                  2nd lien bondsSenior
                  notes due 4-30-2014
              
              
              8.375
              %
              
              100.375
              %
              
              37,372,623.75Rounded
                  to whole bonds
              
              
              
              
              
              
              
              
              37,372,000.00Payment
                  for partial bonds
              
              
              
              
              
              C
              
              
              623.75Last
                  interest payment date
              
              
              10/30/2005Days
                  360 to Exchange date
              
              
              133Accrued
                  purchased interest owed from bondholder
              
              
              
              
              
              B
              
              
              (1,156,326.01
              )Cash
                  owed to settle partial bonds
              
              
              
              
              
              C
              
              
              623.75Net
                  cash due to bondholder on exchange date
              
              
              
              
              
              A
                -
                B + C
              
              
              374,987.74












**EXHIBIT
      A**




**CERTAIN
      DEFINITIONS**




Definitions .
      Terms
      defined in the Uniform Commercial Code of the State of New York have the same
      meanings herein. For purposes of this Agreement, the following terms shall
      have
      the following meanings:




“ Claims ”
means
      any claims, actions, causes of action, liabilities, agreements, demands,
      damages, debts, rights, interests, obligations, suits, judgments and charges
      of
      whatever nature, whether liquidated or unliquidated, fixed or contingent,
      matured or unmatured, foreseen or unforeseen, known or unknown, that exist
      or
      may exist as of the date of this Agreement, or thereafter arising in law, equity
      or otherwise.




“ Governmental
      Authority ”
means
      the United States of America, any state, commonwealth, territory or possession
      of the United States of America, any foreign state and any political subdivision
      or quasi governmental authority of any of the same, including any court,
      tribunal, department, commission, board, bureau, agency, county, municipality,
      province, parish or other instrumentality of any of the foregoing.




“ Legal
      Requirement ”
means
      applicable common law and any statute, ordinance, code or other law, rule,
      regulation, order, technical or other written standard, requirement, policy
      or
      procedure enacted, adopted, promulgated, applied or followed by any Governmental
      Authority, including any judgment or order and all judicial decisions applying
      common law or interpreting any other Legal Requirement, in each case, as
      amended.




“ Lien ”
means
      any security interest, any interest retained by the transferor under a
      conditional sale or other title retention agreement, mortgage, lien, pledge,
      option, encumbrance, adverse interest, constructive exception to, defect in
      or
      other condition affecting title or other ownership interest of any kind, or
      which would restrict, affect or delay transfer of title, whether or not arising
      pursuant to any Legal Requirement.




“ Material
      Adverse Effect ”
means
      a
      material adverse effect on (i) the business or condition (financial or
      otherwise) of the Renaissance Issuers or CCO and, in each case, their or its
      direct and indirect subsidiaries, taken as a whole, but without giving effect
      to
      any effect resulting from changes in conditions that are applicable to the
      economy or the cable television industry on a national basis, or (ii) on the
      ability of the CCO Issuers or their affiliates to perform their obligations
      under this Agreement.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      thereunder.




“ Transaction
      Documents ”
means
      this Agreement and the other documents and instruments to be executed and
      delivered in connection herewith at or prior to the Closing, including without
      limitation the New CCO Notes and the CCO Supplemental Indenture.