<PAGE>

                                                                   EXHIBIT 10.3

                          CHARTER COMMUNICATIONS, INC.

                    SHARE LOAN REGISTRATION RIGHTS AGREEMENT

                                                              November 22, 2004

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

      Charter Communications, Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), its 5.875% Convertible Senior Notes Due 2009 (the
"Notes"), upon the terms set forth in the Purchase Agreement between the Company
and the Initial Purchasers dated November 16, 2004 (the "Purchase Agreement").
The Securities will be convertible into fully paid, nonassessable shares of
Class A common stock, par value $0.001 per share, of the Company (the "Class A
Common Stock") on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein). To facilitate the sale of the Notes by
facilitating transactions by which investors in the Notes will hedge their
investment and to satisfy a condition to your obligations under the Purchase
Agreement, the Company agrees with you for your benefit and (with respect to
Section 2 and Section 7 only) the benefit of the holders from time to time of
the Notes (each a "Holder" and, collectively, the "Holders"), as follows:

     1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

      "Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

      "Affiliate" shall have the meaning specified in Rule 405 under the Act and
the terms "controlling" and "controlled" shall have meanings correlative
thereto.

      "Borrower" shall mean Citigroup Global Markets Limited.

      "Borrowing Notice" shall have the meaning set forth in the Share Lending
Agreement.

      "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

      "Class A Common Stock" shall have the meaning set forth in the preamble
hereto.

<PAGE>

      "Closing Date" shall mean the date of the first issuance of the Notes.

      "Commission" shall mean the Securities and Exchange Commission.

      "Damages Payment Date" shall mean the sixteenth day of each month.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

      "Final Memorandum" shall mean the offering memorandum, dated November 16,
2004, relating to the Securities, including any and all exhibits thereto and any
information incorporated by reference therein as of such date.

      "Holder" shall have the meaning set forth in the preamble hereto.

      "Indenture" shall mean the Indenture relating to the Securities, dated as
of November 22, 2004, between the Company and Wells Fargo Bank, National
Association, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.

      "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

      "Initial Registration Statement" shall have the meaning set forth in
Section 2 hereof.

      "Liquidated Damages" shall have the meaning set forth in Section 7 hereof.

      "Loan Availability Period" shall have the meaning set forth in the Share
Lending Agreement.

      "Majority Holders" shall mean, on any date, Holders of a majority of the
aggregate original principal amount of Notes then outstanding.

      "Managing Underwriter" shall mean Citigroup Global Markets Inc.

      "NASD Rules" shall mean the Conduct Rules and the By-Laws of the NASD.

      "Notes" shall have the meaning set forth in the preamble hereto.

      "Prospectus" shall mean a prospectus included in a Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Class A Common Stock covered by such Registration Statement, and
all amendments and supplements thereto, including any and all exhibits thereto
and any information incorporated by reference therein.

      "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

      "Record Date" shall mean the first day of any month.

                                       2
<PAGE>

      "Record Holder" shall mean with respect to any Damages Payment Date, each
person who is a Holder of Notes at the close of business on the Record Date
immediately preceding such Damages Payment Date.

      "Registration Request" shall have the meaning set forth in Section 3
hereof.

      "Registration Statement" shall mean a registration statement of the
Company pursuant to the provisions of Section 2 or Section 3 hereof which covers
the Securities on an appropriate form under the Act, amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
materials incorporated by reference therein.

      "Securities" shall mean 150,000,000 shares of Class A Common Stock to be
borrowed by Borrower pursuant to the Share Lending Agreement and sold by the
Managing Underwriter.

      "Share Lending Agreement" means the Share Lending Agreement dated November
22, 2004 among the Company, Borrower, Citigroup Global Markets Inc. as Agent,
Citigroup Global Markets Holdings Inc. as Guarantor and Citigroup Global Markets
Inc. as Collateral Agent.

      "Special Counsel" means Weil Gotshal & Manges LLC and Davis Polk &
Wardwell or such other successor counsel as shall be selected by the Managing
Underwriter.

      "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

      "Underwriting Agreement" shall mean an underwriting agreement,
substantially in the form attached hereto as Exhibit A with any changes
reasonably requested by the Managing Underwriter or by the Company, between the
Company and the Managing Underwriter relating to the offering of the Securities
pursuant to a Registration Statement.

      2. Initial Registration. (a) The Company shall as promptly as practicable
(but in no event more than 18 calendar days after the Closing Date) file with
the Commission a Registration Statement (the "Initial Registration Statement")
providing for the registration of, and the sale by the Managing Underwriter in
an underwritten public offering of, the Securities.

      (b) The Company shall use its reasonable best efforts to cause the Initial
Registration Statement to become or be declared effective under the Act as
promptly as practicable (but in no event more than 130 calendar days after the
Closing Date).

      (c) The Company shall use its reasonable best efforts to keep the Initial
Registration Statement effective, supplemented and amended as required by the
Act, in order to permit the Prospectus forming part thereof to be usable by the
Managing Underwriter from the date the Initial Registration Statement is
declared effective by the Commission until the earlier of (i) the date all of
the Securities loaned to the Borrower pursuant to the initial loan under the
Share Lending Agreement have been sold by the Managing Underwriter, (ii) the
date the Managing Underwriter notifies the Company that the offering of the
Securities under the Initial

                                       3
<PAGE>

Registration Statement has terminated, or (iii) 30 calendar days after the date
that the Initial Registration Statement is declared effective.

      (d) The Company shall cause the Initial Registration Statement and the
related Prospectus and any amendment or supplement thereto, as of the effective
date of the Initial Registration Statement or such amendment or supplement, (i)
to comply in all material respects with the applicable requirements of the Act;
and (ii) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.

      (e) Immediately following effectiveness of the Initial Registration
Statement, or at such later time as requested by the Managing Underwriter, the
Company shall execute the Underwriting Agreement.

      (f) At the next regularly scheduled meeting of the Company's Board of
Directors (but in no event later than the effective date of the Initial
Registration Statement), the Company's Board of Directors will confirm by an
express resolution the reservation for issuance of 150,000,000 shares of Class A
Common Stock to be made available for borrowing pursuant to the terms of the
Share Lending Agreement.

      (g) On the date hereof, the Company shall instruct ChaseMellon Shareholder
Services, its transfer agent, to reserve for issuance 150,000,000 shares of
Class A Common Stock to be made available for borrowing pursuant to the terms of
the Share Lending Agreement.

      3. Subsequent Registrations. After the Initial Registration Statement has
been declared effective, the Company shall effect additional registrations as
provided in this Section 3.

      (a) If less than the full number of Securities is sold in an underwritten
offering pursuant to the Initial Registration Statement, at any time during the
period beginning after the date on which the Initial Registration Statement has
been declared effective and ending on the last day of the Loan Availability
Period, the Managing Underwriter, on behalf of the Borrower, shall have the
right, solely in connection with a Borrowing Notice that the Borrower intends to
submit, to submit to the Company a written request pursuant to this Section 3
("Registration Request") that the Company file a Registration Statement under
the Securities Act with respect to the Securities that Managing Underwriter
specifies in the Registration Request (which shall not exceed the number of
shares of Class A Common Stock to be specified in such Borrowing Request).
Following receipt of the Registration Request, the Company shall use its
commercially reasonable efforts to as promptly as practicable file with the
Commission a Registration Statement providing for the registration of, and the
sale by the Managing Underwriter in an underwritten public offering of, such
Securities. The Company shall use its commercially reasonable efforts to cause
any such Registration Statement to become or be declared effective under the Act
as promptly as practicable following the filing thereof.

      (b) The Company may, in its sole discretion, elect to have any
registration pursuant to Section 3(a) effected pursuant to a "shelf"
registration under Rule 415 of the Securities Act.

                                       4
<PAGE>

      (c) The total number of Registrations that the Managing Underwriter, on
behalf of the Borrower, shall collectively be entitled to request pursuant to
this Section 3 shall not exceed four. For these purposes, if registration is
effected pursuant to a "shelf" registration, each Borrowing Notice submitted by
the Borrower pursuant to the Share Lending Agreement shall count as a separate
Registration Request as if made by the Managing Underwriter. In no event shall
the Company be required pursuant to this Agreement to register any securities
other than the Securities.

      (d) The Company shall use its commercially reasonable efforts to keep any
Registration Statement filed pursuant to this Section 3 effective, supplemented
and amended as required by the Act, in order to permit the Prospectus forming
part thereof to be usable by the Managing Underwriter from the date the
Registration Statement is declared effective by the Commission until the earlier
of (i) the date all of the Securities registered pursuant to such Registration
Statement have been sold by the Managing Underwriter, (ii) the date the Managing
Underwriter notifies the Company that the offering of the Securities pursuant to
such Registration Statement has terminated, or (iii) 30 days after the date such
Registration Statement is declared effective.

      (e) The Company shall cause any such Registration Statement and the
related Prospectus and any amendment or supplement thereto, as of the effective
date of such Registration Statement or such amendment or supplement, (i) to
comply in all material respects with the applicable requirements of the Act; and
(ii) not to contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.

      (f) Immediately following effectiveness of any such Registration
Statement, or at such later time as requested by the Managing Underwriter, the
Company shall execute the Underwriting Agreement.

      (g) The provisions of Section 4 hereof shall apply to any Registration
Statement filed pursuant to this Section 3; provided, however, any reference to
"reasonable best efforts" in Section 4 shall be replaced with the phrase
"commercially reasonable efforts" for purposes of applying Section 4 to any
Registration Statement filed pursuant to this Section 3.

      4. Registration Procedures. The following provisions shall apply in
connection with any Registration Statement (subject to Section 3(g) hereof).

      (a) The Company shall use its reasonable best efforts to furnish to the
Managing Underwriter and to Special Counsel, not less than five Business Days
prior to the filing with the Commission a copy of the Registration Statement and
each amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein (including any documents incorporated by reference
therein after the initial filing) and shall use its reasonable best efforts to
reflect in each such document, when so filed with the Commission, such comments
as the Managing Underwriter reasonably proposes.

      (b) The Company shall give notice to the Managing Underwriter:

                                       5
<PAGE>

            (i) when the Registration Statement and any amendment thereto has
      been filed with the Commission and when the Registration Statement or any
      post-effective amendment thereto has become effective;

            (ii) of any request by the Commission for any amendment or
      supplement to the Registration Statement or the Prospectus or for
      additional information;

            (iii) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement or the institution of any
      proceeding for that purpose;

            (iv) of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the Securities included therein
      for sale in any jurisdiction or the institution of any proceeding for such
      purpose; and

            (v) of the happening of any event that requires any change in the
      Registration Statement or the Prospectus so that, as of such date, they
      (A) do not contain any untrue statement of a material fact and (B) do not
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein (in the case of the Prospectus, in the
      light of the circumstances under which they were made) not misleading;
      provided that the Company shall not specify the nature of any such event
      in such notice.

      (c) The Company shall use its reasonable best efforts to prevent the
issuance of any order suspending the effectiveness of the Registration Statement
or the qualification of the securities therein for sale in any jurisdiction, and
if issued, to obtain as soon as possible the withdrawal thereof.

      (d) Prior to the effectiveness of the Registration Statement, the Company
shall provide, and shall cause its affiliates to provide all the information
necessary to enable the Managing Underwriter to make all required filings with
the NASD related to the offering of the Securities pursuant to the Registration
Statement and shall assist the Managing Underwriter in complying with the NASD
Rules.

      (e) Prior to any offering of Securities pursuant to the Registration
Statement, the Company shall arrange for the qualification of the Securities for
sale under the laws of such jurisdictions as the Managing Underwriter shall
reasonably request and shall maintain such qualification in effect so long as
required; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any
action in connection therewith that would subject it to taxation or service of
process in suits, other than those arising out of any offering pursuant to the
Registration Statement, in any jurisdiction where it is not then so subject.

      (f) Prior to any offering of Securities pursuant to the Registration
Statement, the Company shall have the Securities approved for quotation on the
Nasdaq National Market, subject only to official notice of issuance.

                                       6
<PAGE>

      (g) Upon the occurrence of any event contemplated by subsections (b)(ii)
through (v) above, the Company shall promptly (or within the time period
provided for by Section 4(h) hereof, if applicable) prepare a post-effective
amendment to the Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to purchasers of the securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

      (h) Notwithstanding the provisions of Section 3 hereof, the Company may
defer filing of, or delay effectiveness of, a Registration Statement other than
the Initial Registration Statement (or, in the case of a "shelf" Registration
Statement, suspend the use of such "shelf" Registration Statement and any
related Prospectus) for a maximum of 45 days in any 90-day period, and not to
exceed an aggregate of 90 days in any 12 month period, if (i) the Company, in
its reasonable judgment, believes it may possess material non-public information
the disclosure of which would have a material adverse effect on the Company and
its subsidiaries taken as a whole or (ii) any Registration Statement and related
Prospectus would, in the Company's judgment, contain a material misstatement or
omission as a result of an event that has occurred or is continuing. However, if
the disclosure relates to a proposed or pending material business transaction,
the disclosure of which the Company determines in good faith would be reasonably
likely to impede its ability to consummate such transaction, or would otherwise
have a material adverse effect on the Company and its subsidiaries taken as a
whole, the Company may extend the suspension period from 45 days to 60 days. Any
suspension period described in this Section 4(h) shall be referred to herein as
the "Deferral Period." The Company shall give notice to the Managing Underwriter
of any Deferral Period, and the Managing Underwriter agrees that no Securities
shall be sold pursuant to any Registration Statement until the Managing
Underwriter receives copies of the supplemented or amended Prospectus provided
for in Section 4(g) hereof, or until it is advised in writing by the Company
that the Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company shall not specify the nature of the event giving
rise to a suspension in any notice to the Managing Underwriter of the existence
of such a suspension. For the avoidance of doubt, the provisions of this Section
4(h) shall not apply to the Initial Registration Statement.

      (i) The Company shall comply with all applicable rules and regulations of
the Commission and shall make generally available to its security holders an
earnings statement satisfying the provisions of Section 11(a) of the Act as soon
as practicable after the effective date of the Registration Statement and in any
event no later than 45 days after the end of a 12-month period (or 90 days, if
such period is a fiscal year) beginning with the first month of the Company's
first fiscal quarter commencing after the effective date of the Initial
Registration Statement.

      (j) The Company shall take all appropriate actions as reasonably requested
by the Managing Underwriter in order to expedite or facilitate the registration
or the disposition of the Securities.

                                       7
<PAGE>

      (k) The Company shall:

            (i) make reasonably available for inspection during normal business
      hours by the Managing Underwriter, and any attorney, accountant or other
      agent retained by the Managing Underwriter all relevant financial and
      other records and pertinent corporate documents of the Company and its
      subsidiaries;

            (ii) cause the Company's officers, directors, employees, accountants
      and auditors to supply all relevant information reasonably requested by
      the Managing Underwriter or any such attorney, accountant or agent in
      connection with the offering of the Securities pursuant to the
      Registration Statement as is customary for similar due diligence
      examinations;

            (iii) make the representations and warranties, comply with the
      agreements and satisfy the conditions to closing (including, without
      limitation, obtaining customary legal opinions and accountants comfort
      letters) set forth in the Underwriting Agreement; and

            (iv) deliver such documents and certificates as may be reasonably
      requested by the Managing Underwriter.

      (l) The Company shall upon (i) the filing of the Initial Registration
Statement and (ii) the effectiveness of the Initial Registration Statement,
announce the same, in each case by release to Reuters Economic Services and
Bloomberg Business News.

      (m) The Company shall use its reasonable best efforts to take all other
steps necessary to effect the registration of the Securities pursuant to the
terms hereof.

      (n) The Company and the Managing Underwriter shall use their reasonable
best efforts to cooperate in response to any comments from the Commission in
respect of any Registration Statement.

      (o) The Managing Underwriter shall provide to the Company all information
required to be supplied by the Managing Underwriter for inclusion in the Initial
Registration Statement no later than five Business Days after the date hereof.
The Managing Underwriter shall provide to the Company all information required
to be supplied by the Managing Underwriter for inclusion in any subsequent
Registration Statement no later than ten Business Days after the date of the
corresponding Registration Request. The Managing Underwriter shall promptly
provide to the Company any additional information requested by the Commission in
connection with any Registration Statement.

      5. Registration Expenses. The Company shall bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3 and 4
hereof and shall reimburse the Managing Underwriter for the reasonable fees and
disbursements of the Special Counsel in connection with the Registration
Statement and the offering of the Securities. To the extent the provisions of
the Underwriting Agreement with respect to expenses conflict with this Section
5, the provisions of this Section 5 shall control.

                                       8
<PAGE>

      6. Indemnification. The Company shall indemnify the Managing Underwriter
and the Borrower as set forth in the Underwriting Agreement.

      7. Registration Defaults. (a) If:

            (i) the Initial Registration Statement is not filed with the
      Commission on or prior to the 18th calendar day following the Closing
      Date; or

            (ii) the Initial Registration Statement is not declared effective by
      the Commission on or prior to the 130th calendar day following the Closing
      Date; or

            (iii) the Company does not execute the Underwriting Agreement with
      respect to the Initial Registration Statement when required or does not
      comply with the agreements or satisfy the conditions set forth in Sections
      5(a), 5(b), 5(d), 5(e), 5(g), 6(a) (excluding the portion of Section 6(a)
      prior to the words "if filing"), 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 6(h),
      6(i), 6(j) and 6(k) of the Underwriting Agreement entered into in
      connection with the Initial Registration Statement; provided that such
      events shall constitute a Registration Default (as defined below) only if
      such events have not been cured by the 130th calendar day following the
      Closing Date, and then such Registration Default shall be deemed to begin
      on such 130th day; and provided, further, for the avoidance of doubt, any
      such Registration Default shall only exist until such default is cured;
      and provided, further, to the extent any such failure to comply with such
      agreements or satisfy such conditions relates to deficiencies in the
      Registration Statement (or changes in circumstances after the Registration
      Statement has become effective), such failure may be cured through the
      filing of appropriate amendments or supplements to such Registration
      Statement and entering into a new Underwriting Agreement (so long as the
      foregoing agreements and conditions are met with respect to the new
      Underwriting Agreement);

(each such event referred to in the foregoing clauses (i) through (iii), a
"Registration Default"), the Company hereby agrees to pay liquidated damages
("Liquidated Damages") with respect to the Notes from and including the day
following the Registration Default to but excluding the earlier of (1) the day
two years following the Closing Date and (2) the day on which the Registration
Default has been cured:

                  (A) in the case of the Registration Default set forth in
            clause (i) above, to each Holder cash in an amount per month equal
            to 0.25% of the accreted principal amount of the Notes (such
            Liquidated Damages to accrue daily and be paid monthly); and

                  (B) in the case of the Registration Defaults set forth in
            clauses (ii) and (iii) above, to each Holder cash, (x) with respect
            to the 60-day period following the occurrence of such a Registration
            Default, in an amount per month equal to 0.25% of the accreted
            principal amount of the Notes and (y) with respect to the period
            commencing the 61st day following the occurrence of such
            Registration Default, in an amount per

                                       9
<PAGE>

            month equal to 0.50% of the accreted principal amount of the Notes;
            provided, however, that in no event shall Liquidated Damages accrue
            at a rate per month exceeding 0.50% of the accreted principal amount
            of the Notes (in each case, such Liquidated Damages to accrue daily
            and be paid monthly).

      (b) Liquidated Damages shall accrue daily. All accrued Liquidated Damages
shall be paid in arrears to Record Holders by the Company on each Damages
Payment Date by wire transfer of immediately available funds or by federal funds
check. Following the cure of all Registration Defaults, the further accrual of
Liquidated Damages with respect to all Notes will cease. All Liquidated Damages
shall be computed on the basis of a 360-day year composed of twelve 30-day
months.

      (c) Notwithstanding the foregoing, in lieu of paying any Liquidated
Damages in cash, the Company may elect to add such Liquidated Damages to the
principal amount of the Notes pursuant to the terms of the Indenture at a rate
equal to:

                  (A) in the case of the Registration Default set forth in
            clause (a)(i) above, 0.375% per month of the accreted principal
            amount of the Notes (such Liquidated Damages to accrete daily and
            compound monthly); and

                  (B) in the case of the Registration Defaults set forth in
            clauses (a)(ii) and (a)(iii) above, (x) with respect to the 60-day
            period following the occurrence of such a Registration Default,
            0.375% per month of the accreted principal amount of the Notes and
            (y) with respect to the period commencing the 61st day following the
            occurrence of such Registration Default, 0.75% per month of the
            accreted principal amount of the Notes; provided, however, that in
            no event shall Liquidated Damages accrete at a rate per month
            exceeding 0.75% of the accreted principal amount of the Notes (in
            each case, such Liquidated Damages to accrete daily and compound
            monthly).

      (d) If the Company makes the election described in clause (c) above, such
Liquidated Damages shall accrete daily and shall be added to the accreted
principal amount of the Notes on each Damages Payment Date.

      (e) The parties hereto agree that the Liquidated Damages provided for in
this Section 7 constitute a reasonable estimate of the damages that may be
incurred by Holders by reason of a Registration Default and that such Liquidated
Damages are the only monetary damages available to Holders with respect to a
Registration Default.

      (f) Liquidated Damages shall only be payable in the event of a
Registration Default with respect to the Initial Registration Statement. In no
event shall any Liquidated Damages be payable with respect to the Registration
Statements required pursuant to Section 3 hereof.

                                       10
<PAGE>

      8. No Inconsistent Agreements. The Company has not entered into, and
agrees not to enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders and the Managing Underwriter
herein or that otherwise conflicts with the provisions hereof.

      9. Amendments and Waivers. The provisions of this Agreement may not be
amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Managing Underwriter; provided that no
amendment, qualification, supplement, waiver or consent with respect to (i)
Section 2 hereof shall be effective unless consented to by the Majority Holders
(ii) or Section 7 hereof shall be effective as against any Holder of Notes
unless consented to in writing by such Holder; and provided, further, that the
provisions of this Section 9 may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Managing Underwriter, and provided, further, any amendment of the first proviso
of this Section 9 shall require the written consent of each Holder.

      10. Notices. All notices, requests and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, facsimile or air courier guaranteeing overnight delivery:

      (a) if to the Managing Underwriter, initially at the address or addresses
set forth in the Purchase Agreement; and

      (b) if to the Company, initially at its address set forth in the Purchase
Agreement.

      All such notices and communications shall be deemed to have been duly
given on the earliest of (i) at the time delivered, if delivered by
hand-delivery; (ii) three business days after being deposited in the mail,
postage prepaid, if mailed by first-class mail; (iii) when receipt is
acknowledged and confirmed as sent by sender's telex or facsimile machine, if
sent by telex or facsimile transmission; and (iv) on the day delivered, if sent
by overnight air courier guaranteeing next day delivery.

      The Managing Underwriter or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

      11. Remedies. Each party, in addition to being entitled to exercise all
rights provided to it herein, in the Indenture or in the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. Each party
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive in any action for specific performance the defense that a
remedy at law would be adequate.

      12. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Notes, including any subsequent Holders,

                                       11
<PAGE>

and any Holder may specifically enforce Section 2 and Section 7 of this
Agreement as if an original party hereto.

      13. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

      14. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.

      15. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York. The parties hereto each hereby
waive any right to trial by jury in any action, proceeding or counterclaim
arising out of or relating to this Agreement.

      16. Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

      17. Securities Held by the Company, etc. Whenever the consent or approval
of Holders of Notes is required hereunder, Notes held by the Company or its
Affiliates (other than subsequent Holders of Securities who are Affiliates by
virtue of their ownership of equity securities of the Company, of Charter
Communications Holding Company, LLC or of Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       12
<PAGE>

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and the several Initial Purchasers.

                               Very truly yours,

                               Charter Communications, Inc.

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

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Citigroup Global Markets Inc.

By /s/ Derek Van Zandt
   ----------------------------------
   Name: Derek Van Zandt
   Title: Vice President