Exhibit 10.3 Purchase Agreement


    Exhibit
      10.3

    
 

    CCH
      II,
      LLC 

    


    CCH
      II
      CAPITAL CORP.

     

    $450,000,000
      

    10.25%
      SENIOR NOTES DUE 2010 - SERIES B

    


    PURCHASE
      AGREEMENT

     

    Dated
      January 26, 2006

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

     

    January
      26, 2006

     

    J.P.
      Morgan Securities Inc.

    As
      Representative of the

    several
      Purchasers listed

    in
      Schedule I hereto

    c/o
      J.P.
      Morgan Securities Inc.

    270
      Park
      Avenue

    New
      York,
      New York 10017

    


    Ladies
      and Gentlemen:

     

    CCH
      II,
      LLC, a Delaware limited liability company (the "Company"),
      and
      CCH II Capital Corp., a Delaware corporation ("CCH
      II
      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")
      an
      aggregate of $450,000,000 principal amount of 10.25% Senior Notes due 2010
      -
      Series B (the "Notes").
      The
      Notes will be issued pursuant to the Indenture dated as of September 23, 2003,
      as supplemented by a supplemental indenture dated January 30, 2006 (the
      "Indenture")
      among
      the Issuers and Wells Fargo Bank, National Association, as trustee (the
      "Trustee").
      In
      this Agreement, January 30, 2006 is referred to as the "Closing
      Date"
      or the
      "Time
      of Delivery".
      The
      Notes will have the benefit of an exchange and registration rights agreement
      (the "Exchange
      and Registration Rights Agreement"),
      to be
      dated as of the Time of Delivery, between the Issuers and the Purchasers,
      pursuant to which the Issuers will agree to offer in exchange for the Notes,
      new
      notes, registered under the Securities Act of 1933, as amended (the
      "Act"),
      but
      otherwise on terms substantially identical to the Notes (such registered Notes,
      the "Exchange
      Notes")
      under
      the Act subject to the terms and conditions therein specified. To the extent
      there are no additional parties listed on Schedule I other than you, the term
      Representatives as used herein shall mean you as the Purchasers, and the terms
      Representatives and Purchasers shall mean either the singular or plural as
      the
      context requires. It is understood and agreed that all the representatives
      are
      joint book-running managers for the offering of the Notes (in such capacity,
      the
      "Joint
      Managers").
      Any
      determinations or other actions to be made under this Agreement by the Joint
      Managers shall only require the consent of
      J.P.
      Morgan Securities Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      sale
      of the Notes to the Purchasers will be made without registration of the Notes
      under the Act in reliance upon exemptions from the registration requirements
      of
      the Act.

     

    In
      connection with the sale of the Notes, the Issuers have prepared a preliminary
      offering memorandum dated January 24, 2006 (the "Preliminary
      Offering Memorandum")
      and
      will prepare an offering memorandum dated the date hereof (the "Offering
      Memorandum"),
      it
      being understood that references to the Offering Memorandum refer to the version
      of such document to be prepared and delivered in connection with this agreement,
      including Sections 5(a) and (c) hereof, setting forth certain information
      concerning the Issuers and their subsidiaries and the Notes. Copies of the
      Preliminary Offering Memorandum have been, and copies of the Offering Memorandum
      will be, delivered by the Issuers to the Purchasers pursuant to the terms of
      this Agreement. The Issuers hereby confirm that they have authorized the use
      of
      the Preliminary Offering Memorandum, the Time of Sale Information (as defined
      below) and the Offering Memorandum in connection with the offering and resale
      of
      the Notes by the Purchasers in the manner contemplated by this agreement.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      such terms in the Preliminary Offering Memorandum. References herein to the
      Preliminary Offering Memorandum, the Time of Sale Information and the Offering
      Memorandum shall be deemed to refer to and include any document incorporated
      by
      reference therein.

     

    At
      or
      prior to the time when sales of the Notes were first made (the "Time
      of Sale"),
      the
      following information shall have been prepared (collectively, the "Time
      of Sale Information"):
      a
      Preliminary Offering Memorandum dated January 24, 2006, as supplemented and
      amended by the written communications listed on Annex I hereto.

     

    This
      Agreement, the Exchange and Registration Rights Agreement, the Notes and the
      Indenture collectively are referred to herein as the "Transaction
      Documents."

     

    1. Representations
      and Warranties of the Issuers.
      Each of
      the Issuers jointly and severally represents and warrants to, and agrees with,
      each of the Purchasers that:

     

    (a) 
      The
      Preliminary Offering Memorandum, as of its date, did not, the Time of Sale
      Information, at the Time of Sale, did not and at the Closing Date, will not,
      and
      the Offering Memorandum, in the form first used by the Purchasers to confirm
      sales of the Notes, will not, and, as of the Closing Date, will not, 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 or on behalf of a Purchaser through
      J.P.
      Morgan Securities Inc. expressly for use in the Preliminary Offering Memorandum,
      the Time of Sale Information or the Offering Memorandum;

     

    (b) Other
      than the Preliminary Offering Memorandum and the Offering Memorandum, the
      Issuers (including its agents and representatives, other than the Purchasers
      in
      their capacity as such) have not made, used, prepared, authorized, approved
      or
      referred to and will not prepare, make, use, authorize, approve or refer to
      any
      written communication that constitutes an offer to sell or solicitation of
      an
      offer to buy the Notes other than the documents listed 

     

    
      
        
        

      

      
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      on
        Annex
        I hereto, including a term sheet substantially in the form of Annex II hereto,
        and other written communications used in accordance with Section
        5(c);

    

     

    (c) None
      of
      the Issuers or any of their subsidiaries has sustained since the date of the
      latest audited financial statements included in each of the Time of Sale
      Information and 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 each of the Time of Sale
      Information and the Offering Memorandum; and, since the respective dates as
      of
      which information is given in each of the Time of Sale Information and 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 Charter Communications, Inc. ("CCI"),
      Charter Communications Holding Company, LLC ("CCH
      LLC"),
      Charter Communications Holdings, LLC ("Holdings"),
      CCH I
      Holdings, LLC ("CIH") and CCH I, LLC ("CCH I" and collectively with CCI, CCH
      LLC, Holdings and CIH, the "Parent
      Companies"),
      the
      Issuers and each of the Issuers’ subsidiaries, taken as a whole, otherwise than
      as set forth or contemplated in each of the Time of Sale Information and the
      Offering Memorandum;

     

    (d) Each
      of
      the Issuers and its subsidiaries has good and marketable title 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 each of the Time of Sale
      Information and the Offering Memorandum, in each case free and clear of all
      liens, encumbrances and defects except such as are described in each of the
      Time
      of Sale Information and the Offering Memorandum or except such as do not
      materially affect the value of such property and do not materially 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
      materially interfere with the use made and proposed to be made of such property
      and buildings by the Issuers and their subsidiaries;

     

    (e) 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 Delaware, and CCH II
      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 each of the Time of Sale Information and 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 Parent Companies, the Issuers and the Issuers’
      subsidiaries, taken as a whole (a "Material
      Adverse Effect");
      each
      Parent Company and each of the Issuers’ subsidiaries has been 

     

    
      
        
        

      

      
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      duly
        incorporated or formed, as the case may be, and is validly existing as a
        corporation, partnership or limited liability company, as the case may be,
        in
        good standing under the laws of its jurisdiction of incorporation or formation,
        in each case except such as would, individually or in the aggregate, not
        result
        in a Material Adverse Effect. CCH II Capital has no
        subsidiaries;

    

     

    (f) All
      the
      outstanding ownership interests of the Issuers have been duly and validly
      authorized and issued and are fully paid and non-assessable; and all the
      outstanding capital stock, limited liability company interests or partnership
      interests, as the case may be, of CCH II Capital and each "significant
      subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) of the
      Company (each a "Significant
      Subsidiary")
      have
      been duly and validly authorized and issued, are fully paid and nonassessable
      and (except as otherwise set forth in each of the Time of Sale Information
      and
      the Offering Memorandum) are owned directly or indirectly by the Company, free
      and clear of all liens, encumbrances, equities or claims;

     

    (g) This
      Agreement has been duly authorized and executed by each of the
      Issuers;

     

    (h) The
      Notes
      have been duly authorized and, when executed by the Issuers and authenticated
      by
      the Trustee in accordance with the provisions of the Indenture 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 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;

     

    (i) The
      Indenture has been duly authorized, and when executed and delivered by the
      Issuers (assuming the due execution and delivery thereof by the Trustee), 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; and at the Time
      of Delivery, the Indenture will meet the requirements for qualification under
      the United States Trust Indenture Act of 1939, as amended (the "Trust
      Indenture Act");
      and
      the Indenture conforms in all material respects to the description thereof
      in
      each of the Time of Sale Information and the Offering Memorandum;

     

    (j) The
      Exchange and Registration Rights Agreement to be entered into between the
      Issuers and the Purchasers, substantially in the form of Exhibit A hereto,
      has
      been duly authorized by the Issuers and, when executed and delivered by each
      Issuer party thereto in accordance with its terms and, assuming the due
      authorization, execution and delivery thereof by the other parties thereto,
      will
      constitute the legal, valid and binding obligation of each such Issuer,
      enforceable against each such Issuer in accordance with its terms except that
      (i) the enforcement thereof may be subject to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or affecting
      creditors’ rights and to general equity principles, whether arising in a court
      of equity or law, and (ii) any rights to indemnity or contribution thereunder
      may be limited by federal and state securities laws and public policy
      considerations; and 

     

    
      
        
        

      

      
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      the
        Exchange and Registration Rights Agreement will conform in all material respects
        to the description thereof in each of the Time of Sale Information and the
        Offering Memorandum;

    

     

    (k) The
      Exchange Notes (as defined in the Exchange and Registration Rights Agreement)
      have been duly authorized by the Issuers; and, when executed, authenticated,
      issued and delivered in accordance with the Indenture and Exchange and
      Registration Rights Agreement (assuming the due authorization, execution and
      delivery of the Indenture by the Trustee), will constitute valid and legally
      binding instruments entitled to the benefits provided by the Indenture and
      enforceable against the Issuers 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; and the Exchange Notes will conform in all material
      respects to the description thereof in each of the Time of Sale Information
      and
      the Offering Memorandum;

     

    (l) None
      of
      the transactions contemplated by this Agreement (including, without limitation,
      the use of the proceeds from the sale of the Notes) will violate or result
      in a
      violation of Section 7 of the Securities Exchange Act of 1934, as amended (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;

     

    (m) 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
      Notes;

     

    (n) The
      issuance and sale of the Notes, the issuance of the Exchange Notes and the
      compliance by the Issuers with all provisions of each of the Transaction
      Documents, including those described under the caption "Description of the
      Notes" in the Time of Sale Information and the Offering Memorandum 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, the Parent Companies or any of
      the
      Issuers’ subsidiaries is a party or by which the Issuers, the Parent Companies
      or any of the Issuers’ subsidiaries is bound or to which any of the property or
      assets of the Issuers, the Parent Companies or any of the Issuers’ 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, the Parent Companies or 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"), or the Order Instituting Cease and Desist Proceedings,
      Making Findings, and Imposing a Cease and Desist Order Pursuant to Section
      21C
      of the Securities and Exchange Act of 1934, dated July 27, 2004, issued In
      the
      Matter of Charter Communications, Inc. (the "Cease and Desist Order"), except,
      in each case, where such conflicts, breaches, violations or defaults would
      not,
      individually or in the aggregate, have a Material Adverse Effect and would
      not
      have the effect of preventing the Issuers 

     

    
      
        
        

      

      
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      from
        performing any of their respective obligations under this Agreement or any
        of
        the other Transaction Documents to which they are, or are to be, a party;
        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 CCH II Capital; and no consent, approval,
        authorization, order, registration or qualification of or with any such court
        or
        governmental agency or body is required, including, without limitation, under
        the Cable Acts, any order, rule or regulation of the FCC or the Cease and
        Desist
        Order, for the issuance and sale of the Notes or the consummation by the
        Issuers
        of the transactions contemplated in this paragraph (n), 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 Notes by the Purchasers
        and
        except as required under the Securities Act in connection with the transactions
        contemplated by the Exchange and Registration Rights Agreement or such as
        may be
        required by the National Association of Securities Dealers, Inc. (the "NASD")
        and except as to such matters as are covered by other paragraphs of this
        Section 1;

    

     

    (o) None
      of
      the Issuers, the Parent Companies or any of the Issuers’ subsidiaries is (i) in
      violation of its certificate of incorporation, bylaws, certificate of formation,
      limited liability company agreement, partnership 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, the Parent Companies or 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
      or the Cease and Desist Order, except, in the case of clauses (ii) and (iii),
      such as would not, individually or in the aggregate, have a Material Adverse
      Effect;

     

    (p) The
      statements set forth in each of the Time of Sale Information and the Offering
      Memorandum under the caption "Description of the Notes" insofar as they purport
      to constitute a summary of the terms of the Notes and under the captions "Risk
      Factors," "Description of Other Indebtedness" and "United States Federal Income
      Taxation of Non-U.S. Holders" insofar as they purport to describe the provisions
      of the laws, documents and arrangements referred to therein, are accurate in
      all
      material respects and (ii) the Annual Report incorporated by reference in each
      of the Time of Sale Information and the Offering Memorandum for the Year Ended
      December 31, 2004, under the captions "Item 1. Business," "Item 11. Executive
      Compensation," and "Item 13. Certain Relationships and Related Transactions"
      are
      accurate in all material respects as of the dates set forth therein insofar
      as
      they purport to describe the provisions of the laws, documents and arrangements
      referred to therein and to the extent not superseded by subsequent disclosure
      (including documents incorporated by reference into the Time of Sale Information
      and the Offering Memorandum);

     

    (q) Other
      than as set forth in each of the Time of Sale Information and 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, the Parent Companies or any of the Issuers’ subsidiaries is a party or
      of which any property of the Issuers, the Par-

     

    
      
        
        

      

      
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      ent
        Companies or any of the Issuers’ subsidiaries is the subject which, if
        determined adversely with respect to the Issuers, any of the Parent Companies
        or
        any of the Issuers’ 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 each of the Time of Sale Information and the Offering
        Memorandum, no such proceedings are threatened or contemplated by governmental
        authorities or threatened by others;

    

     

    (r) Each
      of
      the Issuers, the Parent Companies and the Issuers’ subsidiaries carries
      insurance (including, without limitation, 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;

     

    (s) Except
      as
      set forth in each of the Time of Sale Information and 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;

     

    (t) When
      the
      Notes are issued and delivered pursuant to this Agreement, the Notes will not
      be
      of the same class (within the meaning of Rule 144A under the 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;

     

    (u) Neither
      Issuer is, or after giving effect to the offering and sale of the Notes 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");

     

    (v) None
      of
      the Issuers or any of their affiliates, nor any person authorized to act on
      their behalf (other than the Purchasers, as to whom the Issuers make no
      representations) has, directly or indirectly, made offers or sales of any
      security, or solicited offers to buy any security, under circumstances that
      would require the registration of the Notes under the Act;

     

    (w) None
      of
      the Issuers or any of the Parent Companies or the Issuers’ subsidiaries, or any
      person authorized to act on their behalf (other than the Purchasers, as to
      whom
      the Issuers make no representation) has offered or sold, the Notes by means
      of
      any general solicitation or general advertising within the meaning of Rule
      502(c) under the Act or, with respect to Notes 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 authorized to act on their
      behalf (other than the Purchasers, as to whom the Issuers make no
      representation) has complied with and will implement the offering restriction
      within the meaning of such Rule 902;

     

    (x) Within
      the preceding six months, none of the Issuers or any other person authorized
      to
      act on their behalf (other than the Purchasers, as to whom the Issuers make
      no
      representation) has offered or sold to any person any Notes, or any securities
      of the same or a simi-

     

    
      
        
        

      

      
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      lar
        class
        as the Notes, other than Notes offered or sold to the Purchasers hereunder
        and
        the approximate $60 million of the Issuers’ 10.250% Senior Notes due 2010 issued
        in exchange for Holdings’ 8.250% Senior Notes due 2007. The Issuers will take
        reasonable precautions designed to ensure 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 Notes or any substantially similar security issued
        by the
        Issuers, within six months subsequent to the date on which the distribution
        of
        the Notes has been completed (as notified to the Issuers by J.P. Morgan
        Securities Inc.), is made under restrictions and other circumstances reasonably
        designed not to affect the status of the offer and sale of the Notes in the
        United States and to U.S. persons contemplated by this Agreement as transactions
        exempt from the registration provisions of the Act;

    

     

    (y) The
      consolidated financial statements (including the notes thereto) included in
      each
      of the Time of Sale Information and 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 (except as otherwise noted therein). The selected historical
      financial data in each of the Time of Sale Information and the Offering
      Memorandum present fairly in all material respects the information shown therein
      and, except with respect to the selected historical financial data for the
      calendar year ended December 31, 1999 (which has not been restated), have been
      prepared and compiled on a basis consistent with the audited financial
      statements included therein; and the financial information set forth in the
      Preliminary Offering Memorandum and the Offering Memorandum under the heading
      "Summary - Fourth quarter preliminary information" to the knowledge of the
      Issuers and subject to the conditions set forth therein, 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;

     

    (z) The
      pro
      forma financial information included in each of the Time of Sale Information
      and
      the Offering Memorandum (i) complies 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) has been properly computed on the bases described
      therein; the assumptions used in the preparation of the pro forma financial
      information included in each of the Time of Sale Information and the Offering
      Memorandum are reasonable and the adjustments used therein are appropriate
      to
      give effect to the transactions or circumstances referred to
      therein;

     

    (aa) KPMG
      LLP,
      who has certified the financial statements included in each of the Time of
      Sale
      Information and 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;

     

    (bb) The
      Issuers, the Parent Companies and the Issuers’ 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 each of the Time of Sale Information and the Offering Memorandum, except
      where the failure to own, possess or have the ability to acquire any
      Intellectual Property would not, individually or in the aggregate, have a
      Material Adverse Effect; and none of the Issuers or any of the Parent Companies
      or the Issuers’ sub-

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

      sidiaries
        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;

    

     

    (cc) Except
      as
      described in each of the Time of Sale Information and the Offering Memorandum,
      the Issuers, the Parent Companies and the Issuers’ 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 each of the Time of Sale Information and 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;

     

    (dd) The
      Issuers, the Parent Companies and the Issuers’ 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 or 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 (other than those which the amount or validity thereof are
      currently being challenged in good faith by appropriate proceedings and with
      respect to which reserves in conformity with GAAP have been provided on the
      books of the relevant entity) that could reasonably be expected to result,
      individually or in the aggregate, in a Material Adverse Effect;

     

    (ee) The
      Issuers, the Parent Companies and the Issuers’ 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;

     

    (ff) Except
      as
      described in each of the Time of Sale Information and the Offering Memorandum:
      (i) each of the franchises held by, or necessary for any operations of, 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; (ii) 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 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
      would be reasonably likely to result, individually or in the aggregate, in
      any
      other material impairment of the rights of the Issuers and the Issuers’
      subsidiaries in such franchises; and (iii) the Issuers have no reason to believe
      that any franchise that is material to the operation of the Issuers and their
      subsidiaries will not be renewed;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (gg) Each
      of
      the programming agreements entered into by, or necessary for any operations
      of,
      the Issuers, their Parent Companies or their subsidiaries that are material
      to
      the Issuers and their subsidiaries, taken as a whole, is in full force and
      effect (or in any cases where the Issuers or their subsidiaries and any
      suppliers of content are operating in the absence of an agreement, such content
      providers and the Issuers and their subsidiaries provide and receive service
      in
      accordance with terms that have been agreed to or consistently acknowledged
      or
      accepted by both parties, including, without limitation, situations in which
      providers or suppliers of content accept regular payment for the provision
      of
      such content); and to the best knowledge of the Issuers, no event has occurred
      (or with notice of lapse of time or both would occur) which would be reasonably
      likely to result in the early termination or non-renewal of any such programming
      agreements and which would, individually or in the aggregate, result in a
      Material Adverse Effect; no amendments or other changes to such programming
      agreements, other than amendments relating to intra-company transfers,
      extensions of termination dates or pricing adjustments, together with other
      changes that are not in the aggregate material, have been made to the copies
      of
      the programming agreements provided for the review of the Purchasers or their
      representatives;

     

    (hh) The
      Issuers, the Parent Companies and the Issuers’ 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 or in the
      aggregate, have a Material Adverse Effect;

     

    (ii) Immediately
      after the consummation of this offering (including after giving effect to the
      execution, delivery and performance of this Agreement and the Indenture and
      the
      issuance and sale of the Notes), (i) the fair market value of the assets of
      each
      of Holdings, CIH, CCH I, LLC, CCO Holdings, LLC, Charter Communications
      Operating, LLC and the Company, each on a consolidated basis with its
      subsidiaries, exceeds and will exceed its liabilities, on a consolidated basis
      with its subsidiaries; (ii) the present fair saleable value of the assets of
      each of Holdings, CIH, CCH I, LLC, CCO Holdings, LLC and the Company, each
      on a
      consolidated basis with its subsidiaries, exceeds and will exceed its
      liabilities, on a consolidated basis with its subsidiaries; (iii) each of
      Holdings, CIH, CCH I, LLC, CCO Holdings, LLC, Charter Communications Operating,
      LLC and the Company, each on a consolidated basis with its subsidiaries, is
      and
      will be able to pay its debts, on a consolidated basis with its subsidiaries,
      as
      such debts respectively mature or otherwise become absolute or due; and (iv)
      each of Holdings, CIH, CCH I, LLC, CCO Holdings, LLC, Charter Communications
      Operating, LLC and the Company, on a consolidated basis with its subsidiaries,
      does not have and will not have unreasonably small capital with which to conduct
      its respective operations;

     

    (jj) The
      Issuers and their Parent Companies each maintain a system of disclosure controls
      and procedures to ensure that material information relating to the Issuers
      and
      their Parent Companies and their consolidated subsidiaries, is made known to
      each of them by others 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

      within
        those entities, particularly during the period in which the periodic reports
        are
        being prepared;

    

     

    (kk) There
      is,
      and has been, no failure on the part of the Issuers, the Parent Companies or
      the
      Issuers’ subsidiaries, or any of their directors or officers, in their
      capacities as such, to comply with any provision of the Sarbanes Oxley Act
      of
      2002 and the rules and regulations promulgated in connection therewith,
      including, without limitation, Section 402 related to loans and Sections 302
      and
      906 related to certifications;

     

    (ll) The
      statistical and market-related data that will be included in the Offering
      Memorandum are based on or derived from sources that the Issuers believe to
      be
      reliable and accurate; and 

     

    (mm) Each
      of
      the relationships and transactions specified in Item 404 of Regulation S-K
      that
      would have been required to be described in a Form 10-K have been so described
      in each of the Time of Sale Information and the Offering Memorandum (exclusive
      of any amendment or supplement thereto). 

     

    2. Purchase
      and Sale.

     

    (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 2010
      Notes
      set forth opposite the name of such Purchaser on Schedule I hereto at an
      aggregate purchase price of 96.039% of the principal amount thereof, plus
      accrued interest on such principal amount from and including September 15,
      2005,
      to but not including the Closing Date.

     

    (b) The
      Issuers acknowledge and agree that the Purchasers are acting solely in the
      capacity of an arm's length contractual counterparty to the Issuers with respect
      to the offering of Notes contemplated hereby (including in connection with
      determining the terms of the offering) and not as a financial advisor or a
      fiduciary to, or an agent of, the Issuers or any other person. Additionally,
      no
      Purchaser is advising the Issuers or any other person as to any legal, tax,
      investment, accounting or regulatory matters in any jurisdiction. The Issuers
      shall consult with their own advisors concerning such matters and shall be
      responsible for making their own independent investigation and appraisal of
      the
      transactions contemplated hereby, and the Purchasers shall have no
      responsibility or liability to the Issuers with respect thereto. Any review
      by
      the Purchasers of the Issuers, the transactions contemplated hereby or other
      matters relating to such transactions will be performed solely for the benefit
      of the Purchasers and shall not be on behalf of the Issuers.

     

    3. Representations,
      Warranties and Covenants of the Purchasers.
      Upon
      the authorization by you of the release of the Notes, the several Purchasers
      propose to offer the Notes for sale upon the terms and conditions set forth
      in
      this Agreement and the Time of Sale Information and each Purchaser, severally
      and not jointly, hereby represents and warrants to, and agrees with the Issuers
      that:

     

    (a) It
      will
      offer and sell the Notes only: (i) to persons who it reasonably believes are
      "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under
      the 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

      Act
        in
        transactions meeting the requirements of Rule 144A or (ii) upon the terms
        and
        conditions set forth in Annex III to this Agreement;

    

     

    (b) It
      is an
      institutional "accredited investor" within the meaning of Regulation D under
      the
      Act; and

     

    (c) It
      has
      not offered and will not offer or sell the Notes by any form of general
      solicitation or general advertising, including, without limitation, the methods
      described in Rule 502(c) under the Act.

     

    4. Delivery
      and Payment.

     

    (a) The
      Notes
      to be purchased by each Purchaser hereunder will be represented by definitive
      global Notes 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 Notes to J.P. Morgan
      Securities 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 Notes to the account of J.P. Morgan Securities Inc.
      at
      DTC. The Issuers will cause the certificates representing the Notes to be made
      available to J.P. Morgan Securities Inc. for checking at least twenty-four
      hours
      prior to the Time of Delivery 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 30, 2006 or such other time and date as J.P. Morgan Securities
      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 8 hereof, including, without limitation, the
      cross-receipt for the Notes and any additional documents requested by the
      Purchasers pursuant to Section 8(j) hereof, will be delivered at such time
      and
      date at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New
      York, New York 10166 or such other location as the parties mutually agree (the
      "Closing
      Location"),
      and
      the Notes will be delivered at the Designated Office, all at the Time of
      Delivery. A meeting will be held at the Closing Location at 6 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. Agreements
      of the Issuers.
      Each of
      the Issuers agrees with each of the Purchasers:

     

    (a) To
      prepare each of the Time of Sale Information and the Offering Memorandum in
      a
      form approved by you; to make no amendment or any supplement to any of the
      Time
      of Sale Information or the Offering Memorandum which shall not be approved
      by
      you promptly after reasonable notice thereof; and to furnish you with copies
      thereof;

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (b) Promptly
      from time to time to take such action as you may reasonably request to qualify
      the Notes 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 Notes; 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 Preliminary Offering Memorandum,
      any
      other Time of Sale Information and 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 each of the Time of Sale Information and
      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 (1) 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 and (2) if at any time prior to the Closing
      Date (i) any event shall occur or condition shall exist as a result of which
      any
      of the Time of Sale Information as then amended or supplemented would include
      any 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, not misleading or (ii) it is necessary
      to amend or supplement any of the Time of Sale Information so that any of the
      Time of Sale Information will not include any 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, not misleading, to immediately notify you thereof and forthwith prepare
      and, subject to paragraph (a) above, furnish without charge to each Purchaser
      such amendments or supplements to any of the Time of Sale Information as may
      be
      necessary so that the statements in any of the Time of Sale Information as
      so
      amended or supplemented will not, in the light of the circumstances under which
      they were made, be misleading;

     

    (d) Before
      using, authorizing, approving or referring to any written communication that
      constitutes an offer to sell or a solicitation of an offer to buy the Notes
      (an
      "Issuer
      Written Communication")
      (other
      than written communications that are listed on Annex I hereto and the Offering
      Memorandum), to furnish to the Representative and counsel for the Purchasers
      a
      copy of such written communication for review and to not use, authorize, approve
      or refer to any such written communication to which the Representative
      reasonably objects.

     

    (e) During
      the period beginning from the date hereof and continuing until the date 90
      days
      after the Time of Delivery, not to, and not permit any of its affiliates or
      anyone au-

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

      thorized
        to act on behalf of the Issuers or their affiliates to, without the prior
        written consent of J.P. Morgan Securities Inc., offer, sell, contract to
        sell or
        otherwise dispose of, except as provided hereunder, any securities of the
        Issuers that are substantially similar to the Notes other than as provided
        in
        the Exchange and Registration Rights Agreement and for private exchanges
        of the
        Issuers’ 10.250% Senior Notes due 2010 for Holdings’ 8.750% Senior Notes due
        2007.

    

     

    (f) 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;

     

    (g) If
      such
      documents are not then available on the Commission’s EDGAR Database, during a
      period of three years from the date of the Offering Memorandum, to furnish
      or
      make electronically available to you, copies of all reports or other
      communications (financial or other) furnished generally to holders of a publicly
      traded class of ownership interests of the Issuers or CCI, and to furnish or
      make electronically available to you, as soon as they are available, of any
      reports and financial statements furnished to or filed with the Commission
      or
      any securities exchange on which the Notes or any class of securities of the
      Issuers or CCI is listed;

     

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

     

    (i) To
      use
      the net proceeds received from the sale of the Notes pursuant to this Agreement
      in the manner specified in each of the Time of Sale Information and the Offering
      Memorandum under the caption "Use of Proceeds";

     

    (j) To
      not,
      and to not permit any affiliate nor any person authorized to act on its behalf
      (other than the Purchasers, as to whom the Issuers take no responsibility)
      to
      engage in any directed selling efforts with respect to the Notes in
      contravention of, and to comply with, the applicable offering restrictions
      requirement of Regulation S. Terms used in this paragraph have the meanings
      given to them by Regulation S;.

     

    (k) To
      not
      and to not permit any affiliate nor any person authorized to act on its behalf
      (other than the Purchasers, as to whom the Issuers take no responsibility)
      to,
      directly or indirectly, make offers or sales of any security, or solicit offers
      to buy any security, under circumstances that would require the registration
      of
      the Notes under the Act, except pursuant to the Exchange and Registration Rights
      Agreement;

     

    (l) To
      not
      and to not permit any affiliate nor any person authorized to act on its behalf
      (other than the Purchasers, as to whom the Issuers take no responsibility)
      to,
      engage in any form of general solicitation or general advertising (within the
      meaning of Regulation D) in connection with any offer or sale of the Notes
      in
      the United States;

     

    (m) Except
      as
      otherwise permitted by Regulation M under the Exchange Act, to not and to not
      permit any affiliate nor any person authorized to act on its behalf to, take,
      directly or indirectly, any action designed to or which has constituted or
      which
      would reasonably 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

       

      be
        expected to cause or result, under the Exchange Act or otherwise, in
        stabilization or manipulation of the price of any security of the Issuers
        to
        facilitate the sale or resale of the Notes; and

    

     

    (n) To
      use
      their best efforts prior to the Time of Delivery to cause the Notes to be
      eligible for the PORTAL trading system of the NASD.

     

    6. Agreement
      to Pay Certain Fees.
      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 Notes and all other expenses in connection with the preparation, printing
      and filing of each of the Time of Sale Information and 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 Indenture, the
      Notes, the Blue Sky and Legal Investment Memoranda, closing documents
      (including, without limitation, any compilations thereof) and any other
      documents in connection with the offering, purchase, sale and delivery of the
      Notes; (iii) all expenses in connection with the qualification of the Notes
      for
      offering and sale under state securities laws as provided in Section 5(b)
      hereof, including, without limitation, 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 Notes; (v) the cost of preparing the Notes;
      (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 Indenture
      and the Notes; (vii) any cost incurred in connection with the designation of
      the
      Notes 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 6 and Sections 9 and 12 hereof; the
      Purchasers will pay all their own costs and expenses, including, without
      limitation, the fees of their counsel, transfer taxes on resale of any of the
      Notes by them, and any advertising expenses connected with any offers they
      may
      make.

     

    7. Agreements
      of the Purchasers.
      Each
      Purchaser hereby represents and agrees that it has not and will not use,
      authorize use of, refer to, or participate in the planning for use of, any
      written communication that constitutes an offer to sell or the solicitation
      of
      an offer to buy the Notes other than (i) a written communication that contains
      no "issuer information" (as defined in Rule 433(h)(2) under the Securities
      Act)
      that was not included (including through incorporation by reference) in the
      Preliminary Offering Memorandum, (ii) any written communication listed on Annex
      I or prepared pursuant to Section 5(c) above, (iii) any written communication
      prepared by such Purchaser and approved by the Issuers in advance in writing
      or
      (iv) any written communication relating to or that contains the terms of the
      Notes and/or other information that was included (including through
      incorporation by reference) in the Preliminary Offering Memorandum.

     

    8. Conditions
      to the Obligations of the Purchasers.
      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 date hereof and the Time of Delivery,
      true and correct, the condition that the Issuers shall have performed all their
      obligations hereunder theretofore to be performed, and the following additional
      conditions:

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (a) The
      Purchasers shall have received from Cahill Gordon & Reindel LLP,
      counsel
      for the Purchasers, such opinion or opinions, dated the Time of Delivery and
      addressed to the Purchasers, with respect to the issuance and sale of the Notes
      and the Indenture and other related matters as the Purchasers may reasonably
      require, and the Issuers shall have furnished to such counsel such documents
      as
      they request for the purpose of enabling them to pass upon such
      matters.

     

    (b) Gibson,
      Dunn & Crutcher LLP, counsel for the Issuers, shall have furnished to you
      their written opinions, dated the Time of Delivery, substantially in the form
      of
      Exhibit B 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,
      substantially in
      the
      form of Exhibit C hereto.

     

    (d) Grier
      Raclin, Esq., General Counsel of the Company, shall have furnished to you his
      written opinion, dated as of the Time of Delivery, substantially in the form
      of
      Exhibit D hereto.

     

    (e) On
      the
      date of this agreement and on the Closing Date, KPMG LLP shall have furnished
      to
      you, at the request of the Company, letters, dated the respective dates of
      delivery thereof and addressed to the Initial Purchasers, in form and substance
      reasonably satisfactory to you, containing statements and information of the
      type customarily included in accountants’ "comfort letters" to underwriters with
      respect to the financial statements and certain financial information contained
      or incorporated by reference in each of the Time of Sale Information and the
      Offering Memorandum; provided that the letter delivered on the Closing Date
      shall use a "cut-off" date no more than three business days prior to the Closing
      Date;

     

    (f) (i)
      None
      of the Issuers, any of the Parent Companies or any of the Issuers’ subsidiaries
      shall have sustained since the date of the latest audited financial statements
      included in each of the Time of Sale Information and 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 each
      of
      the Time of Sale Information and the Offering Memorandum, and (ii) since the
      respective dates as of which information is given in each of the Time of Sale
      Information and the Offering Memorandum (for clarification purposes, this
      excludes any amendment or supplement to the Offering Memorandum on or after
      the
      date of this Agreement) there shall not have been any change in the capital
      stock, limited liability company interests, partnership 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 each of the Time of Sale Information and the Offering
      Memorandum, the effect of which, in any such case described in clause (i) or
      (ii), is in the judgment of a majority in interest of the Purchasers so material
      and adverse as to make it impracticable or inadvisable to proceed with the
      offering or the delivery of the Notes on the terms and in the manner
      contemplated in this Agreement, the Time of Sale Information and the Offering
      Memorandum;

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (g) Subsequent
      to the execution and delivery of this Agreement, (i) no downgrading shall have
      occurred in the rating accorded the Notes or any other debt securities or
      preferred stock issued or guaranteed by the Issuers by any "nationally
      recognized statistical rating organization," as such 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, or has changed its outlook with respect to, its rating of the Notes
      or
      of any other debt securities or preferred stock issued or guaranteed by the
      Issuers (other than an announcement with positive implications of a possible
      upgrading or an announcement which reaffirms, reiterates or restates the
      substance of any announcement made prior to the date hereof);

     

    (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 CCI’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 Purchasers makes
      it
      impracticable or inadvisable to proceed with the offering, sale or delivery
      of
      the Notes on the terms and in the manner contemplated in each of the Time of
      Sale Information and the Offering Memorandum;

     

    (i) The
      Notes
      shall have been designated for trading on PORTAL and shall be eligible for
      clearance and settlement through DTC; and

     

    (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 their
      obligations hereunder to be performed at or prior to such Time of Delivery,
      as
      to the matters set forth in subsections (g) and (h) of this Section 8 and as
      to
      such other matters as you may reasonably request.

     

    9. Indemnification
      and Contribution.

     

    (a) Indemnification
      of the Purchasers.
      The
      Issuers jointly and severally agree to indemnify and hold harmless each
      Purchaser, its affiliates, directors and officers and each person, if any,
      who
      controls such Purchaser within the meaning of Section 15 of the Act or Section
      20 of the Exchange Act, from and against any and all losses, claims, damages
      and
      liabilities (including, without limitation, reasonable legal fees and other
      expenses incurred in connection with any suit, action or proceeding or any
      claim
      asserted, as such fees and expenses are incurred), joint or several, that arise
      out of, or are based upon, any untrue statement or alleged untrue statement
      of a
      material fact contained in the Preliminary Offering Memorandum, any other Time
      of Sale Information, any Issuer Written Communication or the Offering Memorandum
      (or any amendment or supplement thereto) or any omission or alleged omission
      to
      state therein a material fact necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not misleading,
      in
      each case except insofar as such losses, claims, damages or liabilities arise
      out of, or are based upon, any untrue statement or omission or alleged untrue
      statement or omission made in reliance upon and in conformity with any
      information relat-

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

       

      ing
        to
        any Purchaser furnished to the Issuers in writing by such Purchaser through
        J.P.
        Morgan Securities Inc. expressly for use therein; provided, however, that
        the
        foregoing indemnity agreement with respect to the Preliminary Offering
        Memorandum shall not inure to the benefit of any Purchaser from whom the
        person
        asserting any such losses, claims, damages or liabilities purchased Notes,
        or
        any person controlling such Purchaser where it shall have been determined
        by a
        court of competent jurisdiction by final and nonappealable judgment that
        (i)
        prior to the Time of Sale, the Issuers shall have notified such Purchaser
        that
        the Preliminary Offering Memorandum contains an untrue statement of material
        fact or omits to state therein a material fact required to be stated therein
        in
        order to make the statements therein not misleading, (ii) such untrue statement
        or omission of a material fact was corrected in an amended or supplemented
        Preliminary Offering Memorandum or, where permitted by law, an Issuer Written
        Communication and such corrected Preliminary Offering Memorandum or Issuer
        Written Communication was provided to such Purchaser far enough in advance
        of
        the Time of Sale so that such corrected Preliminary Offering Memorandum or
        Issuer Written Communication could have been provided to such person prior
        to
        the Time of Sale, (iii) the Purchaser did not send or give such corrected
        Preliminary Offering Memorandum or Issuer Written Communication to such person
        at or prior to the Time of Sale of the Notes to such person, and (iv) such
        loss,
        claim, damage or liability would not have occurred had the Purchaser delivered
        the corrected Preliminary Offering Memorandum or Issuer Written Communication
        to
        such person.

    

     

    (b) Indemnification
      of the Issuers.
      Each
      Purchaser agrees, severally and not jointly, to indemnify and hold harmless
      each
      Issuer, its affiliates, officers, directors, employees, members, managers and
      agents, and each person, if any, who controls an Issuer within the meaning
      of
      Section 15 of the Act or Section 20 of the Exchange Act to the same extent
      as
      the indemnity set forth in paragraph (a) above, but only with respect to any
      losses, claims, damages or liabilities that arise out of, or are based upon,
      any
      untrue statement or omission or alleged untrue statement or omission made in
      reliance upon and in conformity with any information relating to such Purchaser
      furnished to the Issuers in writing by such Purchaser through J.P. Morgan
      Securities Inc. expressly for use in the Preliminary Offering Memorandum (the
      "Purchaser Information"), any other Time of Sale Information, any Issuer Written
      Communication or the Offering Memorandum (or any amendment or supplement
      thereto), it being understood and agreed that the only such information consists
      of the following: the paragraph related to over-allotment, covering and
      stabilization transactions under the heading "Plan of distribution;" provided,
      however, that the foregoing indemnity agreement with respect to the Preliminary
      Offering Memorandum shall not inure to the benefit of either Issuer from whom
      the person asserting any such losses, claims, damages or liabilities purchased
      Notes, or any person controlling either Issuer where it shall have been
      determined by a court of competent jurisdiction by final and nonappealable
      judgment that (i) prior to the Time of Sale, the Purchasers shall have notified
      either Issuer that the Purchaser Information in the Preliminary Offering
      Memorandum contains an untrue statement of material fact or omits to state
      therein a material fact required to be stated therein in order to make the
      statements therein not misleading, (ii) such untrue statement or omission of
      a
      material fact was corrected in an amended or supplemented Preliminary Offering
      Memorandum or, where permitted by law, an Issuer Written Communication and
      such
      corrected Preliminary Offering Memorandum 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

       

      or
        Issuer
        Written Communication was provided to such Purchaser far enough in advance
        of
        the Time of Sale so that such corrected Preliminary Offering Memorandum or
        Issuer Written Communication could have been provided to such person prior
        to
        the Time of Sale, (iii) the Purchaser did not send or give such corrected
        Preliminary Offering Memorandum or Issuer Written Communication to such person
        at or prior to the Time of Sale of the Notes to such person, and (iv) such
        loss,
        claim, damage or liability would not have occurred had the Purchaser delivered
        the corrected Preliminary Offering Memorandum or Issuer Written Communication
        to
        such person.

    

     

    (c) Notice
      and Procedures.
      If any
      suit, action, proceeding (including any governmental or regulatory
      investigation), claim or demand shall be brought or asserted against any person
      in respect of which indemnification may be sought pursuant to either paragraph
      (a) or (b) above, such person (the "Indemnified
      Person")
      shall
      promptly notify the person against whom such indemnification may be sought
      (the
      "Indemnifying
      Person")
      in
      writing; provided that the failure to notify the Indemnifying Person shall
      not
      relieve it from any liability that it may have under this Section 9 except
      to
      the extent that it has been materially prejudiced (through the forfeiture of
      substantive rights or defenses) by such failure; and provided, further, that
      the
      failure to notify the Indemnifying Person shall not relieve it from any
      liability that it may have to an Indemnified Person otherwise than under this
      Section 9. If any such proceeding shall be brought or asserted against an
      Indemnified Person and it shall have notified the Indemnifying Person thereof,
      the Indemnifying Person shall retain counsel reasonably satisfactory to the
      Indemnified Person to represent the Indemnified Person and any others entitled
      to indemnification pursuant to this Section 9 that the Indemnifying Person
      may
      designate in such proceeding and shall pay the reasonable fees and expenses
      of
      such counsel related to such proceeding, as incurred. In any such proceeding,
      any Indemnified Person shall have the right to retain its own counsel, but
      the
      fees and expenses of such counsel shall be at the expense of such Indemnified
      Person unless (i) the Indemnifying Person and the Indemnified Person shall
      have
      mutually agreed to the contrary; (ii) the Indemnifying Person has failed within
      a reasonable time to retain counsel reasonably satisfactory to the Indemnified
      Person; (iii) the Indemnified Person shall have reasonably concluded that there
      may be legal defenses available to it which if raised in a proceeding involving
      both parties would be inappropriate under applicable legal or ethical standards
      due to actual or potential differing interests between it and the Indemnifying
      Person; or (iv) the named parties in any such proceeding (including any
      impleaded parties) include both the Indemnifying Person and the Indemnified
      Person and representation of both parties by the same counsel would be
      inappropriate under applicable legal or ethical standards due to actual or
      potential differing interests between them. It is understood and agreed that
      the
      Indemnifying Person shall not, in connection with any proceeding or related
      proceeding in the same jurisdiction, be liable for the fees and expenses of
      more
      than one separate firm (in addition to any local counsel) for all Indemnified
      Persons, and that all such reasonable fees and expenses shall be reimbursed
      as
      they are incurred. Any such separate firm for any Purchaser, its affiliates,
      directors and officers and any control persons of such Purchaser shall be
      designated in writing by J.P. Morgan Securities Inc. and any such separate
      firm
      for the Issuers and any control persons of the Issuers shall be designated
      in
      writing by the Issuers. The Indemnifying Person shall not be liable for any
      settlement of any proceeding effected without its written consent, but if
      settled with such consent or if there be a final judgment for the plaintiff,
      not
      subject to further appeal, the Indemnifying Person agrees to indemnify each
      Indemnified Person from and against any loss or liability provided for in such
      settlement or judgment. No Indemnifying Person shall, without the written
      consent of the Indemnified Person (which shall not be unreasonably withheld),
      effect any settlement of any pending or threatened proceeding in respect of
      which any Indemnified Person is or could have been a party and indemnification
      could have been sought hereunder by such Indemnified Person, unless such
      settlement (x) includes an unconditional release of such Indemnified Person,
      in
      form and 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

       

      substance
        reasonably satisfactory to such Indemnified Person, from all liability on
        claims
        that are the subject matter of such proceeding and (y) does not include any
        statement as to or any admission of fault, culpability or a failure to act
        by or
        on behalf of such Indemnified Person.

    

     

    (d) Contribution.
      If the
      indemnification provided for in paragraphs (a) and (b) above is unavailable
      to
      an Indemnified Person or insufficient in respect of any losses, claims, damages
      or liabilities referred to therein, then each Indemnifying Person under such
      paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
      contribute to the amount paid or payable by such Indemnified Person as a result
      of such losses, claims, damages or liabilities (i) in such proportion as is
      appropriate to reflect the relative benefits received by the Issuers on the
      one
      hand and the Purchasers on the other from the offering of the Notes or (ii)
      if
      the allocation provided by clause (i) is not permitted by applicable law, in
      such proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) 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 that resulted in such losses, claims, damages or liabilities, 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 respective proportions as the net proceeds (before deducting
      expenses) received by the Issuers from the sale of the Notes and the total
      discounts and commissions received by the Purchasers in connection therewith,
      as
      provided in this Agreement, bear to the aggregate offering price of the Notes.
      The relative fault of the Issuers on the one hand and the Purchasers on the
      other 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
      or by the Purchasers and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

     

    (e) Limitation
      on Liability.
      The
      Issuers and the Purchasers agree that it would not be just and equitable if
      contribution pursuant to this Section 9 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 that does not take account of the equitable
      considerations referred to in paragraph (d) above. The amount paid or payable
      by
      an Indemnified Person as a result of the losses, claims, damages and liabilities
      referred to in paragraph (d) above shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses incurred by such
      Indemnified Person in connection with any such action or claim. Notwithstanding
      the provisions of this Section 9, in no event shall a Purchaser be required
      to
      contribute any amount in excess of the amount by which the total discounts
      and
      commissions received by such Purchaser with respect to the offering of the
      Notes
      exceeds the amount of any damages that such Purchaser has otherwise been
      required to pay by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Act) shall be entitled to contribution
      from
      any person who was not guilty of such fraudulent misrepresentation. The
      Purchasers’ obligations to contribute pursuant to this Section 9 are several in
      proportion to their respective purchase obligations hereunder and not
      joint.

     

    (f) Non-Exclusive
      Remedies.
      The
      remedies provided for in this Section 9 are not exclusive and shall not limit
      any rights or remedies that may otherwise be available to any Indemnified Person
      at law or in equity.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    10. Default
      by a Purchaser.

     

    (a) If
      any
      Purchaser shall default in its obligation to purchase the Notes which it has
      agreed to purchase hereunder, you may in your discretion arrange for you or
      another party or other parties to purchase such Notes 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 Notes, 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 Notes 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 Notes, or the Issuers notify you
      that
      they have so arranged for the purchase of such Notes, 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 Time of Sale Information, the Offering Memorandum, or in any other documents
      or arrangements, and the Issuers agree to prepare promptly any amendments to
      the
      Time of Sale Information or 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
      Notes.

     

    (b) If,
      after
      giving effect to any arrangements for the purchase of the Notes of a defaulting
      Purchaser or Purchasers by you and the Issuers as provided in subsection (a)
      above, the aggregate principal amount of such Notes which remains unpurchased
      does not exceed one-tenth of the aggregate principal amount of all the Notes,
      then the Issuers shall have the right to require each non-defaulting Purchaser
      to purchase the principal amount of Notes 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 Notes which such
      Purchaser agreed to purchase hereunder) of the Notes 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 Notes of a defaulting
      Purchaser or Purchasers by you and the Issuers as provided in subsection (a)
      above, the aggregate principal amount of Notes which remains unpurchased exceeds
      one-tenth of the aggregate principal amount of all the Notes, or if the Issuers
      shall not exercise the right described in subsection (b) above to require
      non-defaulting Purchasers to purchase Notes 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 9 hereof; but nothing
      herein shall relieve a defaulting Purchaser from liability for its
      default.

     

    11. Representations
      and Indemnities to Survive.
      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
      per-

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

       

      son
        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
        Notes.

    

     

    12. Termination.
      If this
      Agreement shall be terminated pursuant to Section 10 hereof, the Issuers shall
      then not be under any liability to any Purchaser except as provided in Sections
      6 and 9 hereof; but, if for any other reason other than a termination pursuant
      to clauses (i), (iii) or (iv) of Section 8(h), the Notes 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
      Notes, but the Issuers shall then be under no further liability to any Purchaser
      except as provided in Sections 6 and 9 hereof.

     

    13. Reliance
      and Notices.
      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 J.P. Morgan Securities Inc. on behalf of you as Purchasers.

     

    All
      statements, requests, notices and agreements hereunder shall be in writing,
      and
      if to the Purchasers (or any of them) shall be delivered or sent by mail, telex
      or facsimile transmission to you as Purchasers (or a Purchaser) to J.P. Morgan
      Securities Inc. Attn: Peter Hooker, 270 Park Avenue, New York, New York 10017,
      fax: (212) 270-1063, 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 and General Counsel. Any such
      statements, requests, notices or agreements shall take effect upon receipt
      thereof.

     

    14. Successors.
      This
      Agreement shall be binding upon, and inure solely to the benefit of, the
      Purchasers, the Issuers, and, to the extent provided in Sections 9 and 11
      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 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 Notes from any Purchaser shall be deemed a successor or assign by
      reason merely of such purchase.

     

    15. Timeliness.
      Time
      shall be of the essence in this Agreement.

     

    16. Applicable
      Law.
      This
      Agreement shall be governed by and construed in.
      accordance
      with the laws of the State of New York.

     

    17. Counterparts.
      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.

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    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,

     

    CCH
      II,
      LLC

     

    By:   /s/Eloise
      Schmitz        

    Name: Eloise
      Schmitz

    Title: SVP
      Treasury and Finance

     

    CCH
      II
      CAPITAL CORP.

     

    
      By:   /s/Eloise
        Schmitz        

      Name: Eloise
        Schmitz

      Title: SVP
        Treasury and Finance



    
      
        
        

      

      
        
          

        

      

      
        
        

      

    


    Accepted
      as of the date hereof

     

    J.P.
      MORGAN SECURITIES INC.

    For
      itself and on behalf of the several Purchasers named in Schedule I
      hereto.

    


    By:   /s/
      Peter B. Hooker        

    Name: Peter
      B. Hooker

    Title: Managing
      Director

    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      I

     

    
      	
              Purchasers

            	
              Principal
                Amount of

              Notes
                to be Purchased

            
	 	 
	
              J.P.
                Morgan Securities Inc.

            	
              US
                $174,375,000

            
	
              Credit
                Suisse Securities (USA) LLC

            	
              174,375,000

            
	
              Deutsche
                Bank Securities Inc.

            	
              101,250,000

            
	
              Total

            	
              US
                $450,000,000

            


    

    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      I

     

    Time
      of Sale Information

     

    1. Term
      sheets containing the terms of the Notes, substantially in the forms in
      Annex II.

    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      II

    


    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      III

     

    Selling
      Restrictions for Offers and

    Sales
      outside the United States

     

    (1)(a)
      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 and agrees
      that,
      except as otherwise permitted under Section 3(a)(i) of the Agreement to which
      this is an annex, 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 under
      the
      Act. Accordingly, each Purchaser represents and agrees that neither it, nor
      any
      of its affiliates nor any person acting on its or their behalf has engaged
      or
      will engage in any directed selling efforts with respect to the Securities,
      and
      that it and they have complied and will comply with the offering restrictions
      requirement of Regulation S. Each Purchaser agrees that, at or prior to the
      confirmation of sale of Securities (other than a sale of Securities pursuant
      to
      Section 3(a)(i) of the Agreement to which this is an annex), it shall have
      sent
      to each distributor, dealer or person receiving a selling concession, fee or
      other remuneration that purchases Securities from it during the distribution
      compliance 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, as amended (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 (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
      August 17, 2005, except
      in
      either case in accordance with Regulation S or Rule 144A under the Act. Terms
      used above have the meanings given to them by Regulation S."

     

    (b) Each
      Purchaser also represents and agrees that it has not entered and will not enter
      into any contractual arrangement with any distributor with respect to the
      distribution of the Securities, except with its affiliates or with the prior
      written consent of the Company.

     

    (c) Terms
      used in this section have the meanings given to them by Regulation
      S.

     

    (2) Each
      Purchaser represents and agrees that:

     

    (a) It
      has
      only communicated or caused to be communicated and will only communicate or
      cause to be communicated any invitation or inducement to engage in investment
      activity (within the meaning of section 21 of the Financial Services and Markets
      Act 2000 ("FSMA"))
      received by it in connection with the issue or sale of any Securities or
      Exchange Notes in circumstances in which section 21(1) of the FSMA does not
      apply to the Company.

     

    
      
        
        

      

      
        
          

        

      

      
        
        

      

    

     

    (b) It
      has
      complied and will comply with all applicable provisions of the FSMA with respect
      to anything done by it in relation to the Securities or Exchange Notes in,
      from
      or otherwise involving the United Kingdom.

     

    (3) 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 J.P. Morgan Securities Inc. and then only at
      such
      Purchaser’s own risk and expense.


    
      
        
          


        

        -2-

      

      
        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      A

    


    [Form
      of
      Exchange and Registration Rights Agreement]

    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      B

    


    [Form
      of
      Gibson, Dunn & Crutcher LLP Opinion]

    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      C

    


    [Form
      of
      Cole, Raywid & Braverman LLP Opinion]

    



    
      
        
          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      D

    


    [Form
      of
      Raclin Opinion]