exhibit4_2.htm


     

    Exhibit
4.2

     

    

      WARRANT
AGREEMENT

       

      THIS
WARRANT AGREEMENT (this “Agreement”) is made
as of the 30th day of November, 2009 between Charter Communications, Inc., a
Delaware corporation, with offices at 12405 Powerscourt Drive, St. Louis,
Missouri 63131 (the “Company”), and Mellon
Investor Services LLC, a New Jersey limited liability company (d/b/a BNY Mellon
Shareowner Services), as Warrant Agent (the “Warrant
Agent”).

       

      WHEREAS,
on March 27, 2009, the Company, Charter Investment, Inc. and the direct and
indirect debtor subsidiaries of the Company (collectively, the “Debtors”) filed
petitions with the United States Bankruptcy Court (the “Bankruptcy Court”)
under Title 11 of the United States Code, 11 U.S.C. §§ 101-1330.

       

      WHEREAS,
the Company proposes to issue shares of New Common Stock (as defined below)
pursuant to the order of the United States Bankruptcy Court for the Southern
District of New York, Case No. 09-11435 (JMP), and the Plan of Reorganization
confirmed therein in connection with the reorganization of the Company under
Chapter 11 of Title 11 of the United States Code;

       

      WHEREAS,
the Company proposes to issue, at the Effective Date (as defined below),
warrants (the “Warrants”) to
purchase, in the aggregate, 6,413,988 shares of New Common Stock at an exercise
price of $46.86, to all holders of CIH Notes
Claims (as defined below), on a pro rata basis, based upon the proportion that
the outstanding principal amount of CIH Notes (as defined below) held by such
holder bears to the total outstanding principal amount of CIH
Notes;

       

      WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants;

       

      WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, exercise and cancellation of the Warrants;
and

       

      WHEREAS,
all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Agreement.

       

      NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      Section
1.1 Definition of
Terms.  As used in this Agreement, the following capitalized
terms shall have the following respective meanings:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) “Business Day” shall
mean any day other than a Saturday, Sunday or other day on which banks in the
State of New York or New Jersey are authorized by law to remain
closed.

       

      (b) “Beneficial Holder”
shall mean any Person that holds beneficial interests in a Global Warrant
Certificate.

       

      (c) “Board” shall mean the
Board of Directors of the Company.

       

      (d) “CIH Note” has the
meaning set forth in the Plan of Reorganization.

       

      (e) “CIH Notes Claim” has
the meaning set forth in the Plan of Reorganization.

       

      (f) “Effective Date” has
the meaning set forth in the Plan of Reorganization.

       

      (g) “Expiration Date”
shall mean 5:00 p.m., New York City time, on November 30, 2014, or if such day
is not a Business Day, the next succeeding day which is a Business
Day.

       

      (h) “NASDAQ” shall mean
The NASDAQ Stock Market (including any of its subdivisions such as the NASDAQ
Global Select Market) or any successor market thereto.

       

      (i) “New Common Stock”
shall mean Class A common stock, $.001 par value per share, of the
Company.  For purposes of Article V hereof,
references to “shares of New Common Stock” shall be deemed to include shares of
any other class of stock resulting from successive changes or reclassifications
of the New Common Stock consisting solely of changes in par value or from no par
value to par value and vice versa.

       

      (j) “NYSE” shall mean The
New York Stock Exchange or any successor stock exchange thereto.

       

      (k) “Person” shall mean
any individual, firm, corporation, limited liability company, partnership, trust
or other entity, and shall include any successor (by merger or otherwise)
thereof or thereto.

       

      (l) “Plan of
Reorganization” shall mean the joint plan of reorganization of the
Debtors as finally approved by the bankruptcy court before which the Debtors’
case under Chapter 11 of Title 11 of the United States Code was
pending.

       

      (m) “Regular Dividend”
means any regularly scheduled cash dividend that (i) is declared or paid after
the later to occur of (A) the date upon which the Specified Fees and Expenses
have been paid in full and (B) the second anniversary of the Effective Date and
(ii) together with all other regularly scheduled cash dividends paid or declared
during the applicable fiscal year, does not exceed forty-five percent (45%) of
the consolidated net income (determined in accordance with United States
generally accepted accounting principles) of the Company and its consolidated
subsidiaries for the preceding fiscal year.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (n) “Securities Act” shall
mean the Securities Act of 1933, as amended.

       

      (o) “Specified Fees and
Expenses” has the meaning set forth in the Plan of
Reorganization.

       

      (p) “Warrant Shares” shall
mean New Common Stock and any other securities purchased or purchasable upon
exercise of the Warrants (and, if the context requires, securities which may
thereafter be issued by the Company in respect of any such securities, by means
of any stock splits, stock dividends, recapitalizations, reclassifications or
the like, including as set forth in Article
V).

       

      Section
1.2 Table of Defined
Terms.

       

      
        	
                Term

              	 	
                Section Number

              
	
                Agreement

              	 	
                Recitals

              
	
                Appropriate
      Officer

              	 	
                Section
      3.3(a)

              
	
                Bankruptcy
      Court

              	 	
                Recitals

              
	
                Book-Entry
      Warrants

              	 	
                Section
      3.1

              
	
                Company

              	 	
                Recitals

              
	
                Depositary

              	 	
                Section
      3.2(b)

              
	
                Exercise
      Amount

              	 	
                Section
      4.5(a)

              
	
                Exercise
      Form

              	 	
                Section
      4.3(a)

              
	
                Exercise
      Price

              	 	
                Section
      4.1

              
	
                Extraordinary
      Distribution

              	 	
                Section
      5.1(b)

              
	
                FMV

              	 	
                Section
      4.5(c)

              
	
                Fundamental
      Change

              	 	
                Section
      5.1(c)

              
	
                Global
      Warrant Certificates

              	 	
                Section
      3.2(a)

              
	
                Holder

              	 	
                Section
      4.1

              
	
                Net
      Issuance Exercise Date

              	 	
                Section
      4.4(b)

              
	
                Net
      Issuance Right

              	 	
                Section
      4.5(b)

              
	
                Net
      Issuance Warrant Shares

              	 	
                Section
      4.5(b)

              
	
                Registered
      Holder

              	 	
                Section
      3.4(d)

              
	
                Warrants

              	 	
                Recitals

              
	
                Warrant
      Agent

              	 	
                Recitals

              
	
                Warrant
      Register

              	 	
                Section
      3.4(b)

              
	
                Warrant
      Statements

              	 	
                Section
      3.1

              


      

      


      ARTICLE
II

       

      APPOINTMENT
OF WARRANT AGENT

       

      Section
2.1 Appointment.  The
Company hereby appoints the Warrant Agent to act as agent for the Company in
respect of the Warrants upon the express terms and subject to the conditions
herein set forth (and no implied terms), and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
III

       

      WARRANTS

       

      Section
3.1 Issuance of
Warrants.  On
the terms and subject to the conditions of this Agreement and in accordance with
the terms of the Plan of Reorganization, on the Effective Date, Warrants to
purchase the Warrant Shares will be issued by the Company to all holders of CIH
Notes Claims, on a pro rata basis, based upon the proportion that the
outstanding principal amount of CIH Notes held by such holder bears to the total
outstanding principal amount of CIH Notes.  On such date, the Company
will deliver, or cause to be delivered to the Depositary, one or more Global
Warrant Certificates evidencing a portion of the Warrants.  Upon
receipt by the Warrant Agent of a written order of the Company pursuant to
Section 3.4 hereof, the remainder of the Warrants shall be issued by book-entry
registration on the books of the Warrant Agent (“Book-Entry Warrants”)
and shall be evidenced by statements issued by the Warrant Agent from time to
time to the Registered Holders of Book-Entry Warrants reflecting such book-entry
position (the “Warrant
Statements”).  The maximum number of shares of New Common Stock
issuable pursuant to the Warrants shall be 6,413,988 shares, as such amount may
be adjusted from time to time pursuant to this Agreement.  The Company
shall promptly notify the Warrant Agent in writing upon the occurrence of the
Effective Date and, if such notification is given orally, the Company shall
confirm same in writing on or prior to the Business Day next
following.  Until such notice is received by the Warrant Agent, the
Warrant Agent may presume conclusively for all purposes that the Effective Date
has not occurred.

       

      Section
3.2 Form of
Warrant.

       

      (a) Subject
to Section 6.1 of
this Agreement, the Warrants shall be issued either (i) via book-entry
registration on the books and records of the Warrant Agent and evidenced by the
Warrant Statements, in substantially the form set forth in Exhibit A-1 attached
hereto, or (ii) in the form of one or more global certificates (the “Global Warrant
Certificates”), with the forms of election to exercise and of assignment
printed on the reverse thereof, in substantially the form set forth in Exhibit
A-2 attached hereto.  The Warrant Statements and Global Warrant
Certificates may bear such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement, may have such
letters, numbers or other marks of identification if required to comply with any
law or with any rules made pursuant thereto or with any rules of any securities
exchange.

       

      (b) The
Global Warrant Certificates shall be deposited on or after the Effective Date
with the Warrant Agent and registered in the name of Cede & Co., as the
nominee of The Depository Trust Company (the “Depositary”).  Each
Global Warrant Certificate shall represent such number of the outstanding
Warrants as specified therein, and each shall provide that it shall represent
the aggregate amount of outstanding Warrants from time to time endorsed thereon
and that the aggregate amount of outstanding Warrants represented thereby may
from time to time be reduced or increased, as appropriate, in accordance with
the terms of this Agreement.

       

      Section
3.3 Execution of Global Warrant
Certificates.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) The
Global Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board of
Directors, its Chief Executive Officer, its President, any Vice President or its
Treasurer (each, an “Appropriate
Officer”).  Each such signature upon the Global Warrant
Certificates may be in the form of a facsimile signature of any such Appropriate
Officer and may be imprinted or otherwise reproduced on the Global Warrant
Certificates and for that purpose the Company may adopt and use the facsimile
signature of any Appropriate Officer.

       

      (b) If any
Appropriate Officer who shall have signed any of the Global Warrant Certificates
shall cease to be such Appropriate Officer before the Global Warrant
Certificates so signed shall have been countersigned by the Warrant Agent or
disposed of by the Company, such Global Warrant Certificates nevertheless may be
countersigned and delivered or disposed of as though such Appropriate Officer
had not ceased to be such Appropriate Officer of the Company; and any Global
Warrant Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Global Warrant Certificate, shall be a
proper Appropriate Officer of the Company to sign such Global Warrant
Certificate, although at the date of the execution of this Agreement any such
person was not such Appropriate Officer.

       

      Section
3.4 Registration and
Countersignature.

       

      (a) Upon
receipt of a written order of the Company, the Warrant Agent shall (i) register
in the Warrant Register the Book-Entry Warrants and deliver Warrant Statements
to the Registered Holders of Book-Entry Warrants and (ii) upon receipt of the
Global Warrant Certificates duly executed on behalf of the Company, either
manually or by facsimile signature countersign one or more Global Warrant
Certificates evidencing Warrants and deliver such Global Warrant Certificates to
or upon the written order of the Company.  Such written order of the
Company shall specifically state the number of Warrants that are to be issued as
Book-Entry Warrants and the number of Warrants that are to be issued as a Global
Warrant Certificate.  A Global Warrant Certificate shall be, and shall
remain, subject to the provisions of this Agreement until such time as all of
the Warrants evidenced thereby shall have been duly exercised or shall have
expired or been canceled in accordance with the terms hereof.

       

      (b) No Global
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Global Warrant Certificate has been
either manually or by facsimile signature countersigned by the Warrant
Agent.  Such signature by the Warrant Agent upon any Global Warrant
Certificate executed by the Company shall be conclusive evidence that such
Global Warrant Certificate so countersigned has been duly issued
hereunder.

       

      (c) The
Warrant Agent shall keep, at an office designated for such purpose, books (the
“Warrant
Register”) in which, subject to such reasonable regulations as it may
prescribe, it shall register the Book-Entry Warrants as well as any Global
Warrant Certificates and exchanges and transfers of outstanding Warrants in
accordance with the procedures set forth in Section 6.1 of this
Agreement, all in form satisfactory to the Company and the Warrant
Agent.  No service charge shall be made for any exchange or
registration of transfer of the Warrants, but the Company may require payment of
a sum sufficient to cover any stamp or other tax or other charge that may be
imposed on the Registered Holder in connection with any such exchange or
registration of transfer.  Notwithstanding anything in this Agreement
to the contrary, the Warrant 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Agent
shall have no obligation to take any action whatsoever with respect to an
exchange or registration of transfer unless and until it is reasonably satisfied
that all such payments required by the immediately preceding sentence have been
made.

      

       

      (d) Prior to
due presentment for registration of transfer or exchange of any Warrant in
accordance with the procedures set forth in this Agreement, the Company and the
Warrant Agent may deem and treat the Person in whose name any Warrant is
registered upon the Warrant Register (the “Registered Holder” of
such Warrant) as the absolute owner of such Warrant (notwithstanding any
notation of ownership or other writing on a Global Warrant Certificate made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, any distribution to the holder thereof and for all other
purposes, and neither the Warrant Agent nor the Company shall be affected by
notice to the contrary.

       

      ARTICLE
IV

       

      TERMS
AND EXERCISE OF WARRANTS

       

      Section
4.1 Exercise
Price.  On
the Effective Date, each Warrant shall entitle (i) in the case of the Book-Entry
Warrants, the Registered Holder thereof and (ii) in the case of Warrants held
through the book-entry facilities of the Depositary or by or through Persons
that are direct participants in the Depositary, the Beneficial Holder thereof
((i) and (ii) collectively, the “Holder”), subject to
the provisions of such Warrant and of this Agreement, to purchase from the
Company (and the Company shall issue and sell to each Holder) the number of Warrant Shares, at the
price of $46.86 per whole share (as the same may be hereafter adjusted pursuant
to Article V, the
“Exercise
Price”), specified in such Warrant.

       

      Section
4.2 Duration of
Warrants.  Warrants
may be exercised by the Holder thereof, in whole or in part, at any time and
from time to time during the period commencing on the Effective Date and
terminating at 5:00 p.m., New York City time, on the Expiration
Date.  Any Warrant, or any portion thereof, not exercised prior to
5:00 p.m., New York City time, on the Expiration Date, shall become permanently
and irrevocably null and void at 5:00 p.m., New York City time, on the
Expiration Date, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at such time.

       

      Section
4.3 Method of
Exercise.

       

      (a) Subject
to the provisions of the Warrants and this Agreement, the Holder of a Warrant
may exercise such Holder’s right to purchase the Warrant Shares, in whole or
from time to time in part, by: (x) in the case of Persons who hold Book-Entry
Warrants, providing an exercise form for the election to exercise such Warrant
(“Exercise
Form”) substantially in the form of Exhibit B-1 hereto, properly
completed and duly executed by the Registered Holder thereof, and, in the case
of an exercise for cash pursuant to Section 4.5(a),
providing payment of the Exercise Amount, to the Warrant Agent, and (y) in the
case of Warrants held through the book-entry facilities of the Depositary or by
or through Persons that are direct participants in the Depositary, providing an
Exercise Form (as provided by such Holder’s broker), properly completed and duly
executed by the Beneficial Holder thereof, and, in the case of an exercise for
cash pursuant to Section 4.5(a),
providing payment of the Exercise Amount, to its broker.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) Any
exercise of a Warrant pursuant to the terms of this Agreement shall be
irrevocable and shall constitute a binding agreement between the Holder and the
Company, enforceable in accordance with its terms.

       

      (c) The
Warrant Agent shall:

       

      (i) examine
all Exercise Forms and all other documents delivered to it by or on behalf of
Holders as contemplated hereunder to ascertain whether or not, on their face,
such Exercise Forms and any such other documents have been executed and
completed in accordance with their terms and the terms hereof;

       

      (ii) where an
Exercise Form or other document appears on its face to have been improperly
completed or executed or some other irregularity in connection with the exercise
of the Warrants exists, endeavor to inform the appropriate parties (including
the Person submitting such instrument) of the need for fulfillment of all
requirements, specifying those requirements which appear to be
unfulfilled;

       

      (iii) inform
the Company of and cooperate with and assist the Company in resolving any
reconciliation problems between Exercise Forms received and the delivery of
Warrants to the Warrant Agent’s account;

       

      (iv) advise
the Company no later than five (5) Business Days after receipt of an Exercise
Form, of (A) the receipt of such Exercise Form and the number of Warrants
exercised in accordance with the terms and conditions of this Agreement, (B) the
instructions with respect to delivery of the Warrant Shares deliverable upon
such exercise, subject to timely receipt from the Depositary of the necessary
information, and (C) such other information as the Company shall reasonably
require;

       

      (v) if
requested by the Company and provided with the Warrant Shares and all other
necessary information, liaise with the Depositary and endeavor to deliver the
Warrant Shares to the relevant accounts at the Depositary in accordance with its
customary requirements; and

       

      (vi) account
promptly to the Company with respect to Warrants exercised and promptly deposit
all monies received by the Warrant Agent for the purchase of Warrant Shares
through the exercise of Warrants in the account of the Company maintained with
the Warrant Agent for such purpose.

       

      (d) The
Company reserves the right to reasonably reject any and all Exercise Forms not
in proper form.  Such determination by the Company shall be final and
binding on the Holders of the Warrants, absent manifest
error.  Moreover, the Company reserves the absolute right to waive any
of the conditions to the exercise of Warrants or defects in Exercise Forms with
regard to any particular exercise of Warrants.  Neither the Company
nor the Warrant Agent shall be under any duty to give notice to the Holders of
the Warrants of any irregularities in any exercise of Warrants, nor shall it
incur any liability for the failure to give such notice.

       

      Section
4.4 Issuance of Warrant
Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) Upon
exercise of any Warrants pursuant to Section 4.3 and,
if applicable, clearance of the funds
in payment of the Exercise Price, the Company shall promptly at its expense, and
in no event later than ten (10) Business Days thereafter, calculate and cause to
be issued to the Holder of such Warrants the total number of whole Warrant
Shares for which such Warrants are being exercised (as the same may be hereafter
adjusted pursuant to Article
V):

       

      (i) in the
case of a Beneficial Holder who holds the Warrants being exercised through the
Depositary’s book-entry transfer facilities, by same-day or next-day credit to
the Depositary for the account of such Beneficial Holder or for the account of a
participant in the Depositary the number of Warrant Shares to which such Person
is entitled, in each case registered in such name and delivered to such account
as directed in the Exercise Form by such Beneficial Holder or by the direct
participant in the Depositary through which such Beneficial Holder is acting,
or

       

      (ii) in the
case of a Registered Holder who holds the Warrants being exercised in the form
of Book-Entry Warrants, a book-entry interest in the Warrant Shares registered
on the books of the Company’s transfer agent or, at the Registered Holder’s
option, by delivery to the address designated by such Registered Holder on its
Exercise Form of a physical certificate representing the number of Warrant
Shares to which such Registered Holder is entitled, in fully registered form,
registered in such name or names as may be directed by such Registered
Holder.

       

      (b) Any
exercise of Net Issuance Right pursuant to Section 4.5(b)
shall be effective upon receipt by the Warrant Agent of the Exercise Form
properly completed and duly executed, or on such later date as is specified
therein (the “Net
Issuance Exercise Date”).  The Holder of the
Warrants shall be deemed to be the holder of record of the Warrant Shares
issuable upon such exercise as of the time of receipt of the Exercise Form and
payment of the aggregate Exercise Price for the Warrant Shares for which a
Warrant is then being exercised, in the case of an exercise for cash pursuant to
Section 4.5(a),
or as of the Net Issuance Exercise Date, in the case of a net issuance exercise
pursuant to Section
4.5(b), except that, if the date
of such receipt and payment or the Net Issuance Exercise Date is a date when the
stock transfer books of the Company are closed, the Holder shall be deemed to
have become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.  Warrants
may not be exercised by, or securities issued to, any Holder in any state in
which such exercise or issuance would be unlawful.

       

      (c) If less
than all of the Warrants evidenced by a Global Warrant Certificate or Warrant
Statement, as applicable, surrendered upon the exercise of Warrants are
exercised at any time prior to the Expiration Date, a new Global Warrant
Certificate or Warrant Statement, as applicable, shall be issued for the
remaining number of Warrants evidenced by such Global Warrant Certificate or
Warrant Statement, as applicable, so surrendered, and the Warrant Agent is
hereby authorized to countersign and deliver the required new Global Warrant
Certificate or Warrant Statement, as applicable, pursuant to the provisions of
Section 3.4 and this Section
4.4.

       

      Section
4.5 Exercise of
Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) Right
to Exercise for Cash.  Warrants
or any portion thereof may be exercised by the Holders thereof at any time or
from time to time during the period specified in Section 4.2 hereof by
delivery of payment to the Warrant Agent, for the account of the Company, by
certified or bank cashier’s check payable to the order of the Company (or as
otherwise agreed to by the Company), in lawful money of the United States of
America, of the full Exercise Price for the number of Warrant Shares specified
in the Exercise Form (which shall be equal to the Exercise Price multiplied by
the number of Warrant Shares in respect of which any Warrants are being
exercised) and, to the extent required by Section 8.1 hereof,
any and all applicable taxes and charges due in connection with the exercise of
Warrants and the exchange of Warrants for Warrant Shares (the “Exercise
Amount”).

       

      (b) Right
to Exercise on a Net Issuance Basis.  In
lieu of exercising Warrants for cash pursuant to Section 4.5(a),
Holders shall have the right to exercise Warrants or any portion thereof (the
“Net Issuance
Right”) for Warrant Shares as provided in this Section 4.5(b) at
any time or from time to time during the period specified in Section 4.2
hereof by the surrender to the Warrant Agent of a duly executed and properly
completed Exercise Form marked to reflect net issuance exercise.  Upon
exercise of the Net Issuance Right with respect to a particular number of
Warrant Shares subject to such Warrants and noted on the Exercise Form (the
“Net Issuance Warrant
Shares”), the Company shall calculate and deliver or cause to be
delivered to the Holder (without payment by the Holder of any Exercise Amount or
any cash or other consideration) that number of fully paid and nonassessable
Warrant Shares (subject to the provisions of Section 4.7)
equal to the quotient obtained by dividing (x) the value of such Warrants (or
the specified portion hereof) on the Net Issuance Exercise Date, which value
shall be determined by subtracting (A) the aggregate Exercise Amount of the Net
Issuance Warrant Shares immediately prior to the exercise of the Net Issuance
Right from (B) the aggregate fair market value of the Net Issuance Warrant
Shares issuable upon exercise of such Warrants (or the specified portion
thereof) on the Net Issuance Exercise Date (as defined above) by (y) the fair
market value of one Warrant Share on the Net Issuance Exercise Date. 
Expressed
as a formula, such net issuance exercise shall be computed as
follows:

       

      X =  B -
A

          Y

       

      
        	
                 
      

              	
                Where:

              	
                X  =

              	
                the
      number of Warrant Shares issuable to the Holder
  thereof

              


      

       

      
        	
                 
      

              	
                Y  =

              	
                the
      FMV of one Warrant Share as of the Net Issuance Exercise
    Date

              


      

       

      
        	
                 
      

              	
                A  =

              	
                the
      aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise
      Price, plus, to the extent required by Section 8.1
      hereof, any and all applicable taxes and charges due in connection with
      the exercise of the applicable Warrants and the exchange of such Warrants
      for such Net Issuance Warrant
Shares)

              


      

       

      B  =           the
aggregate FMV (i.e., FMV x Net Issuance Warrant Shares)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If the
foregoing calculation results in a negative number, then no Warrant Shares shall
be issuable upon exercise of the Net Issuance Right by the applicable
Holder.

       

      (c) Determination
of Fair Market Value.  For
purposes of this Section 4.5,
“fair market
value” or “FMV” of a Warrant
Share as of the Net Issuance Exercise Date shall mean:

       

      (i) if traded
on the NYSE, NASDAQ or another stock exchange, the trailing 20-day
volume-weighted average price of the Warrant Shares on the NYSE, NASDAQ or such
other exchange for the period ending on the trading day immediately prior to the
Net Issuance Exercise Date;

       

      (ii) if traded
over-the-counter, the trailing 20-day volume-weighted average price of the
Warrant Shares for the period ending on the trading day immediately prior to the
Net Issuance Exercise Date; and

       

      (iii) if there
is no public market for the Warrant Shares, a good faith determination of such
fair market value by the Board after consultation with an  investment
banking firm of nationally recognized standing.

       

      (d) Determination of the Number of
Warrant Shares to be Issued.  The number of Warrant Shares to
be issued on each such exercise will be determined by the Company (with written
notice thereof to the Warrant Agent) using the formula set forth in this Section
4.5.  The Warrant Agent shall have no duty or obligation to
investigate or confirm whether the Company’s determination of the number of
Warrant Shares to be issued on such exercise, pursuant to this Section 4.5, is
accurate or correct.

       

      Section
4.6 Reservation of
Shares.  The
Company hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of Warrants such number of Warrant Shares as may be from
time to time issuable upon exercise in full of the Warrants.  All
Warrant Shares shall be duly authorized, and when issued upon such exercise,
shall be validly issued, fully paid and non-assessable, free and clear of all
taxes (subject to Section 8.1), liens,
security interests, charges and other encumbrances or restrictions of any kind
(other than any applicable restrictions under federal and state securities laws)
and free and clear of all preemptive rights or similar rights of stockholders,
and the Company shall take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue all Warrant Shares in
compliance with this sentence.  If at any time prior to the Expiration
Date the number and kind of authorized but unissued shares of the Company’s
capital stock shall not be sufficient to permit exercise in full of the
Warrants, the Company will promptly take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares to such number of shares as shall be sufficient for such
purposes.  The Company agrees that its issuance of Warrants shall
constitute full authority to its officers who are charged with the issuance of
Warrant Shares to issue shares of New Common Stock upon the exercise of
Warrants.  Without limiting the generality of the foregoing, the
Company will not increase the stated or par value per share, if any, of the New
Common Stock above the Exercise Price in effect immediately prior to such
increase in stated or par value and will from time to time take all actions
reasonably 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        necessary
to ensure that the stated or par value per share, if any, of the New Common
Stock is at all times less than the Exercise Price then in
effect.

      

       

      Section
4.7 Fractional
Shares.  The
Company shall not be required to issue any fraction of a share of its capital
stock in connection with the exercise of Warrants.  All shares of
capital stock issuable upon coersion of more than one Warrant by a holder
thereof shall be aggregated for purposes of determining whether the conversion
would result in the issuance of any fractional share.  If, after the
aforementioned aggregation, the conversion would result in the issuance of any
fractional share, the Company shall, in lieu of issuing any fractional share,
round such fraction of a share to the nearest whole number of
shares.  For the avoidance of doubt, 0.5 of a share shall be rounded
to one (1) share.

       

      Section
4.8 Listing.  Subject
to the restrictions on listing of New Common Stock as set forth in the Plan of
Reorganization, the Company shall secure the listing of shares of New Common
Stock issuable from time to time upon exercise of the Warrants or other Warrant
Shares upon each national securities exchange or stock market, if any, upon
which shares of New Common Stock (or securities of the same class as such other
Warrant Shares, if applicable) are then listed (subject to official notice of
issuance upon exercise of Warrants) and shall maintain, so long as any other
shares of New Common Stock (or, as applicable, other securities) shall be so
listed, such listing of all Warrant Shares from time to time issuable upon the
exercise of Warrants.

       

      Section
4.9 Redemption.  The
Warrants shall not be redeemable by the Company or any other
Person.

       

      ARTICLE
V

       

      ADJUSTMENT
OF SHARES OF NEW COMMON STOCK PURCHASABLE AND OF EXERCISE PRICE

       

      The
Exercise Price and the number and kind of Warrant Shares shall be subject to
adjustment from time to time upon the happening of certain events as provided in
this Article
V.

       

      Section
5.1 Mechanical
Adjustments.

       

      (a) Subject
to the provisions of Section 4.7, if
at any time prior to the exercise in full of the Warrants, the Company shall (i)
pay or declare a dividend or make a distribution on the New Common Stock payable
in shares of its capital stock (whether shares of New Common Stock or of capital
stock of any other class), (ii) subdivide, split, reclassify or recapitalize its
outstanding New Common Stock into a greater number of shares, (iii) combine,
reclassify or recapitalize its outstanding New Common Stock into a smaller
number of shares, or (iv) issue any shares of its capital stock by
reclassification of its New Common Stock (including any such reclassification in
connection with a consolidation or a merger in which the Company is the
continuing corporation), then the Exercise Price in effect at the time of the
record date of such event shall be adjusted (either upward or downward, as the
case may be) so that the Holders shall be entitled to receive the aggregate
number and kind of shares which, if their Warrants had been exercised in full
immediately prior to such event, the Holders would have owned upon such


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        exercise
and been entitled to receive by virtue of such event.  Any adjustment
required by this Section 5.1(a)
shall be made successively immediately after the earlier of the record date or
the effective date of such event, as applicable, whenever any event in this
Section 5.1(a)
shall occur, to allow the purchase of such aggregate number and kind of
shares.

      

       

      (b) If the
Company distributes to holders of its New Common Stock any assets (including but
not limited to cash, but excluding any Regular Dividends), securities, or
warrants to purchase securities (including but not limited to New Common Stock),
other than as described in Section 5.1(a) or
Section 5.1(c)
(any such non-excluded event being referred to herein as an “Extraordinary
Distribution”), then the Exercise Price shall be decreased, effective
immediately after the record or other distribution date of such Extraordinary
Distribution, by the amount of cash and/or fair market value (as determined in
good faith by the Board after consultation with an investment banking firm of
nationally recognized standing) of any securities or assets paid or distributed
on each share of New Common Stock in respect of such Extraordinary
Distribution.  Any adjustment required by this Section 5.1(b) shall
be made successively immediately after the earlier of the record date or
distribution date whenever any event in this Section 5.1(b) shall
occur to allow the purchase of the aggregate number and kind of shares to which
Holders may be entitled.

       

      (c) If any
transaction or event (including, but not limited to, any merger, consolidation,
sale of assets, tender or exchange offer, reorganization, reclassification,
compulsory share exchange or liquidation) occurs in which all or substantially
all of the outstanding New Common Stock is converted into or exchanged for
stock, other securities, cash or assets (each, a “Fundamental Change”),
the Holder of each Warrant outstanding immediately prior to the occurrence of
such Fundamental Change will have the right upon any subsequent exercise (and
payment of the applicable Exercise Price) to receive (but only out of legally
available funds, to the extent required by applicable law) the kind and amount
of stock, other securities, cash and assets that such Holder would have received
if such Warrant had been exercised pursuant to the terms hereof immediately
prior thereto (assuming such Holder failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash or other property
receivable upon such Fundamental Change).  Any adjustment required by
this Section
5.1(c) shall be made successively immediately after the earlier of the
record date or the effective date, as applicable, whenever any event in this
Section 5.1(c)
shall occur, to allow the purchase of the aggregate number and kind of shares or
other consideration to which Holders may be entitled.  The Company
will not effect any capital reorganization or reclassification of its capital
stock, or any consolidation or merger, or the sale of all or substantially all
of its assets (where there is a change in or distribution with respect to the
New Common Stock) unless prior to the consummation thereof the successor Person
(if other than the Company) shall assume by written instrument the obligation to
deliver to the Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Holder may be entitled to
purchase.

       

      (d) Subject
to the provisions of Section 4.7,
whenever the Exercise Price payable upon exercise of Warrants is adjusted
pursuant to Section 5.1(a),
the number of Warrant Shares issuable upon exercise of each Warrant shall
simultaneously be adjusted to a number of Warrant Shares determined by
multiplying the number of Warrant Shares initially issuable upon exercise of
each Warrant by the Exercise Price in effect on the date of such adjustment and
dividing the product so obtained by the Exercise Price, as
adjusted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (e) If, at
any time after the Issue Date, any adjustment is made to the applicable Exercise
Price pursuant to this Section 5.1, such
adjustment to the Exercise Price will be applicable with respect to all then
outstanding Warrants and all Warrants issued in exchange or substitution
therefor on or after the date of the event causing such adjustment to the
Exercise Price.

       

      (f) No
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least five cents ($0.05) in such price;
provided, however, that any
adjustments which by reason of this Section 5.1(f) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this Section 5.1 shall
be made to the nearest cent ($0.01) (with $.005 being rounded upward) or to the
nearest one-hundredth of a share (with .005 of a share being rounded upward), as
the case may be.  Notwithstanding anything in this Section 5.1 to
the contrary, the Exercise Price shall not be reduced to less than the then
existing par value of the New Common Stock as a result of any adjustment made
hereunder.

       

      (g) In the
event that at any time, as a result of any adjustment made pursuant to Section 5.1(a),
Section 5.1(b)
or Section
5.1(c), the Holder thereafter shall become entitled to receive any shares
of the Company other than New Common Stock, thereafter the number of such other
shares so receivable upon exercise of any Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the New Common Stock contained in this Section
5.1.

       

      (h) The
Company will not take any action that results in any adjustment hereunder if the
total number of shares of New Common Stock issuable after such action upon
exercise in full of the Warrants, together with all shares of New Common Stock
then outstanding and all shares of New Common Stock then issuable upon exercise
of all options and upon conversion of all convertible securities then
outstanding, would exceed the total number of shares of New Common Stock then
authorized by the Company’s Amended and Restated Certificate of
Incorporation.

       

      Section
5.2 Notices of
Adjustment.  Whenever
the number and/or kind of Warrant Shares or the Exercise Price is adjusted as
herein provided, the Company shall (i) prepare and deliver, or cause to be
prepared and delivered, forthwith to the Warrant Agent a certificate signed by
an Appropriate Officer of the Company setting forth the adjusted number and/or
kind of shares purchasable upon the exercise of Warrants and the Exercise Price
of such shares after such adjustment, the facts requiring such adjustment and
the computation by which adjustment was made, and (ii) cause the Warrant Agent
to give written notice to each Holder in the manner provided in Section 9.2
below, which notice shall state the record date or the effective date of the
event in addition to the adjusted number and/or kind of shares purchasable upon
the exercise of Warrants and the Exercise Price of such shares after such
adjustment, the facts requiring such adjustment and the computation by which
adjustment was made.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.  The
Warrant Agent shall be fully protected in relying upon such a certificate and
shall have no duty with respect to, and shall not be deemed to have knowledge
of, any adjustments, unless and until the Warrant Agent shall have received such
a certificate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
5.3 Form of Warrant After
Adjustments.  The
form of the Global Warrant Certificate need not be changed because of any
adjustments in the Exercise Price or the number or kind of the Warrant Shares,
and Warrants theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in Warrants, as initially
issued.  The Company, however, may at any time in its sole discretion
make any change in the form of Global Warrant Certificate that it may deem
appropriate to give effect to such adjustments and that does not affect the
substance of the Global Warrant Certificate (including the rights, duties,
immunities or obligations of the Warrant Agent), and any Global Warrant
Certificate thereafter issued, whether in exchange or substitution for an
outstanding Global Warrant Certificate or otherwise, may be in the form so
changed.

       

      ARTICLE
VI

       

      TRANSFER
AND EXCHANGE

       OF
WARRANTS AND WARRANT SHARES

       

      Section
6.1 Registration of Transfers
and Exchanges.

       

      (a) Transfer and Exchange of Global
Warrant Certificates or Beneficial Interests Therein.  The
transfer and exchange of Global Warrant Certificates or beneficial interests
therein shall be effected through the Depositary, in accordance with this
Agreement and the procedures of the Depositary therefor.

       

      (b) Exchange of a Beneficial Interest in
a Global Warrant Certificate for a Book-Entry Warrant.

       

      (i) Any
Holder of a beneficial interest in a Global Warrant Certificate may, upon
request, exchange such beneficial interest for a Book-Entry
Warrant.  Upon receipt by the Warrant Agent from the Depositary or its
nominee of written instructions or such other form of instructions as is
customary for the Depositary on behalf of any Person having a beneficial
interest in a Global Warrant Certificate, and all other necessary information
the Warrant Agent shall cause, in accordance with the standing instructions and
procedures existing between the Depositary and Warrant Agent, the number of
Warrants represented by the Global Warrant Certificate to be reduced by the
number of Warrants to be represented by the Book-Entry Warrants to be issued in
exchange for the beneficial interest of such Person in the Global Warrant
Certificate and, following such reduction, the Warrant Agent shall register in
the name of the Holder a Book-Entry Warrant and deliver to said Holder a Warrant
Statement.

       

      (ii) Book-Entry
Warrants issued in exchange for a beneficial interest in a Global Warrant
Certificate pursuant to this Section 6.1(b) shall
be registered in such names as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Warrant Agent.
The Warrant Agent shall deliver such Warrant Statements to the Persons in whose
names such Warrants are so registered.

       

      (c) Transfer and Exchange of Book-Entry
Warrants.  When Book-Entry Warrants are presented to or
deposited with the Warrant Agent with a written request:

       

      (i) to
register the transfer of any Book-Entry Warrants; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii) to
exchange any Book-Entry Warrants for an equal number of Book-Entry Warrants of
other authorized denominations, the Warrant Agent shall register the transfer or
make the exchange as requested if its customary requirements for such
transactions are met; provided, however, that the
Warrant Agent has received a written instruction of transfer in form
satisfactory to the Warrant Agent, properly completed and duly executed by the
Registered Holder thereof or by his attorney, duly authorized in
writing.

       

      (d) Restrictions on Exchange or Transfer
of a Book-Entry Warrant for a Beneficial Interest in a Global Warrant
Certificate.  A Book-Entry Warrant may not be exchanged for a
beneficial interest in a Global Warrant Certificate except upon satisfaction of
the requirements set forth below.  Upon receipt by the Warrant Agent
of appropriate instruments of transfer with respect to a Book-Entry Warrant, in
form satisfactory to the Warrant Agent, together with written instructions
directing the Warrant Agent to make, or to direct the Depositary to make, an
endorsement on the Global Warrant Certificate to reflect an increase in the
number of Warrants represented by the Global Warrant Certificate equal to the
number of Warrants represented by such Book-Entry Warrant, and all other
necessary information, then the Warrant Agent shall cancel such Book-Entry
Warrant on the Warrant Register and cause, or direct the Depositary to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Warrant Agent, the number of Warrants represented by the
Global Warrant Certificate to be increased accordingly.  If no Global
Warrant Certificates are then outstanding, the Company shall issue and the
Warrant Agent shall either manually or by facsimile countersign a new Global
Warrant Certificate representing the appropriate number of
Warrants.

       

      (e) Restrictions on Transfer and
Exchange of Global Warrant Certificates.  Notwithstanding any
other provisions of this Agreement (other than the provisions set forth in Section 6.1(f)),
unless and until it is exchanged in whole for a Book-Entry Warrant, a Global
Warrant Certificate may not be transferred as a whole except by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary.

       

      (f) Book-Entry
Warrants.  If at any time, (i) the Depositary for the Global
Warrant Certificates notifies the Company that the Depositary is unwilling or
unable to continue as Depositary for the Global Warrant Certificates and a
successor Depositary for the Global Warrant Certificates is not appointed by the
Company within 90 days after delivery of such notice or (ii) the Company, in its
sole discretion, notifies the Warrant Agent in writing that it elects to
exclusively cause the issuance of Book-Entry Warrants under this Agreement, then
the Warrant Agent, upon written instructions signed by an Appropriate Officer of
the Company, and all other necessary information, shall register Book-Entry
Warrants, in an aggregate number equal to the number of Warrants represented by
the Global Warrant Certificates, in exchange for such Global Warrant
Certificates in such names and in such amounts as directed by the Depositary or,
in the absence of instructions from the Depositary, by the Company.

       

      (g) Restrictions on
Transfer.  No Warrants or Warrant Shares shall be sold,
exchanged or otherwise transferred in violation of the Securities Act or state
securities laws.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (h) Cancellation of Global Warrant
Certificate.  At such time as all beneficial interests in
Global Warrant Certificates have either been exchanged for Book-Entry Warrants,
repurchased or cancelled, all Global Warrant Certificates shall be returned to,
or retained and cancelled by, the Warrant Agent, upon written instructions from
the Company satisfactory to the Warrant Agent.

       

      Section
6.2 Obligations with Respect to
Transfers and Exchanges of Warrants.

       

      (i) To permit
registrations of transfers and exchanges, the Company shall execute Global
Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized,
in accordance with the provisions of Section 3.4 and this
Article VI, to
countersign such Global Warrant Certificates, if applicable, or register
Book-Entry Warrants, if applicable, as required pursuant to the provisions of
this Article VI
and for the purpose of any distribution of new Global Warrant Certificates
contemplated by Section 7.2 or
additional Global Warrant Certificates contemplated by Article
V.

       

      (ii) All
Book-Entry Warrants and Global Warrant Certificates issued upon any registration
of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates
shall be the valid obligations of the Company, entitled to the same benefits
under this Agreement as the Book-Entry Warrants or Global Warrant Certificates
surrendered upon such registration of transfer or exchange.

       

      (iii) No
service charge shall be made to a Holder for any registration, transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
stamp or other tax or other charge that may be imposed on the Holder in
connection with any such exchange or registration of transfer.

       

      (iv) So long
as the Depositary, or its nominee, is the registered owner of a Global Warrant
Certificate, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Warrants represented by such Global
Warrant Certificate for all purposes under this Agreement.  Except as
provided in Section 6.1(b)
and Section 6.1(f)
upon the exchange of a beneficial interest in a Global Warrant Certificate for
Book-Entry Warrants, Beneficial Holders will not be entitled to have any
Warrants registered in their names, and will under no circumstances be entitled
to receive physical delivery of any such Warrants and will not be considered the
Registered Holder thereof under the Warrants or this
Agreement.  Neither the Company nor the Warrant Agent, in its capacity
as registrar for such Warrants, will have any responsibility or liability for
any aspect of the records relating to beneficial interests in a Global Warrant
Certificate or for maintaining, supervising or reviewing any records relating to
such beneficial interests.

       

      (v) Subject
to Section 6.1(b),
Section 6.1(c),
Section 6.1(d),
and this Section
6.2, the Warrant Agent shall, upon receipt of all information required to
be delivered hereunder, from time to time register the transfer of any
outstanding Warrants in the Warrant Register, upon delivery to the Warrant
Agent, at its office designated for such purpose, of a properly completed form
of assignment substantially in the form of Exhibit C hereto,
duly signed by the Registered Holder thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, such signature to be
guaranteed by a participant in the Securities 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Transfer
Agent Medallion Program, the Stock Exchanges Medallion Program or the New York
Stock Exchange, Inc. Medallion Signature Program and, in the case of a transfer
of a Global Warrant Certificate, upon surrender to the Warrant Agent of such
Global Warrant Certificate, duly endorsed.  Upon any such registration
of transfer, a new Global Warrant Certificate or a Warrant Statement, as the
case may be, shall be issued to the transferee.

      

       

      Section
6.3 Fractional
Warrants.  The
Warrant Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate for a
fraction of a Warrant.

       

      ARTICLE
VII

       

      OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

       

      Section
7.1 No Rights or Liability as
Stockholder; Notice to Registered Holders.  Nothing
contained in the Warrants shall be construed as conferring upon the Holder or
his, her or its transferees the right to vote or to receive dividends or to
consent or to receive notice as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or of any other
matter, or any rights whatsoever as stockholders of the Company.  No
provision thereof and no mere enumeration therein of the rights or privileges of
the Holder shall give rise to any liability of such holder for the Exercise
Price hereunder or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.  To the extent
not covered by any statement delivered pursuant to Section 5.2, the
Company shall give notice to Registered Holders by registered mail if at any
time prior to the expiration or exercise in full of the Warrants:

       

      (a) any
dividend or distribution (whether payable in cash, securities or other assets)
upon the New Common Stock shall be proposed;

       

      (b) an offer
for subscription pro rata to the holders of New Common Stock of any additional
shares of stock of any class or other securities or rights shall be
proposed;

       

      (c) a
dissolution, liquidation or winding up of the Company shall be
proposed;

       

      (d) any of
the following additional events shall be proposed: a capital reorganization or
reclassification of the New Common Stock; any consolidation or merger of the
Company with or into another Person (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any
reclassification or change of New Common Stock outstanding); any sale or
conveyance to another Person of all or substantially all of the assets of the
Company; or any other Fundamental Change.

       

      Such
giving of notice shall be initiated at least ten (10) Business Days prior to the
date fixed as a record date or effective date or the date of closing of the
Company’s stock transfer books for the determination of the stockholders
entitled to vote on any of the events described in clauses (a)-(d) immediately
above.  Such notice shall specify such record date or the date of
closing the stock transfer books or the date the relevant event shall take
place, as the case may be, a reasonably detailed description of such event, and
the anticipated timing thereof.  Failure to provide such notice shall
not affect the validity of any action taken in connection with such


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        proposed
event.  For the avoidance of doubt, no such notice shall supersede or
limit any adjustment called for by Section 5.1 by
reason of any event as to which notice is required by this Section
7.1.

      

       

      Section
7.2 Lost, Stolen, Mutilated or
Destroyed Warrants.  If
any Global Warrant Certificate or Warrant Statement is lost, stolen, mutilated
or destroyed, the Company shall issue, and the Warrant Agent shall countersign
and deliver, in exchange and substitution for and upon cancellation of the
mutilated Global Warrant Certificate or Warrant Statement, as applicable, or in
lieu of and substitution for such Global Warrant Certificate or Warrant
Statement, as applicable, lost, stolen or destroyed, a new Global Warrant
Certificate or Warrant Statement, as applicable, of like tenor and representing
an equivalent number of Warrants, but only upon receipt of evidence and an
affidavit reasonably satisfactory to the Company and the Warrant Agent of the
loss, theft or destruction of such Global Warrant Certificate or Warrant
Statement, as applicable, or the posting of an indemnity or bond of the Company
and Warrant Agent for any losses in connection therewith, if requested by either
the Company or the Warrant Agent, also satisfactory to
them.  Applicants for such substitute Global Warrant Certificates or
Warrant Statement, as applicable, shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company or the Warrant
Agent may prescribe and as required by Section 8-405 of the Uniform Commercial
Code as in effect in the State of New York.

       

      Section
7.3 No Restrictive
Legends.  No
legend shall be stamped or imprinted on any stock certificate for Warrant Shares
issued upon the exercise of any Warrant and or stock certificate issued upon the
direct or indirect transfer of any such Warrant Shares.

       

      Section
7.4 Cancellation of
Warrants.  If
the Company shall purchase or otherwise acquire Warrants, the Global Warrant
Certificates and the Book-Entry Warrants representing such Warrants shall
thereupon be deposited with or delivered to the Warrant Agent, if applicable,
and be cancelled by it and retired.  The Warrant Agent shall cancel
all Global Warrant Certificates surrendered for exchange, substitution, transfer
or exercise in whole or in part.  Such cancelled Global Warrant
Certificates shall thereafter be disposed of in a manner satisfactory to the
Company provided in writing to the Warrant Agent.

       

      ARTICLE
VIII

       

      CONCERNING
THE WARRANT AGENT AND OTHER MATTERS

       

      Section
8.1 Payment of
Taxes.  The
Company will from time to time promptly pay all taxes and charges that may be
imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of the Warrant Shares upon the exercise of Warrants, but any taxes or
charges in connection with the issuance of Warrants or Warrant Shares in any
name other than that of the Holder of the Warrants shall be paid by such Holder;
and in any such case, the Company and the Warrant Agent shall not be required to
issue or deliver any Warrants or Warrant Shares until such taxes or charges
shall have been paid or it is established to the Company’s and the Warrant
Agent’s reasonable satisfaction that no tax or charge is due.

       

      Section
8.2 Resignation, Consolidation
or Merger of Warrant Agent.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) Appointment
of Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving
thirty (30) days’ notice in writing to the Company.  If the office of
the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in
place of the Warrant Agent.  If the Company shall fail to make such
appointment within a period of thirty (30) calendar days after it has been
notified in writing of such resignation or incapacity by the Warrant Agent or by
the Registered Holder of a Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the Registered Holder of any
Warrant may apply to any court of competent jurisdiction located in the State of
New York.  Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a Person organized and existing under the
laws of any state or of the United States of America, and shall be authorized
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority.  After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, rights, immunities, duties and obligations of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent, the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties and obligations.  For the avoidance of doubt, any predecessor
Warrant Agent shall deliver and transfer to its successor Warrant Agent any
property at the time held by it hereunder and execute and deliver, at the
expense of the Company, any further assurance, conveyance, act or deed necessary
for the purpose.

       

      (b) Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall be
appointed, the Company shall (i) give notice thereof to the predecessor Warrant
Agent and the transfer agent for the New Common Stock not later than the
effective date of any such appointment, and (ii) cause written notice thereof to
be delivered to each Registered Holder at such holder’s address appearing on the
Warrant Register.  Failure to give any notice provided for in this Section 8.2(b) or
any defect therein shall not affect the legality or validity of the removal of
the Warrant Agent or the appointment of a successor Warrant Agent, as the case
may be.

       

      (c) Merger, Consolidation or Name Change
of Warrant Agent.

       

      (i) Any
Person or other entity into which the Warrant Agent may be merged or converted
or with which it may be consolidated or any Person resulting from any merger,
conversion, or consolidation to which the Warrant Agent shall be a party or any
Person succeeding to the shareholder services business of the Warrant Agent or
any successor Warrant Agent, shall be the successor Warrant Agent under this
Agreement, without any further act or deed, if such Person would be eligible for
appointment as a successor Warrant Agent under the provisions of Section
8.2(a).  If any of the Global Warrant Certificates have
been countersigned but not delivered at the time such successor to the Warrant
Agent succeeds under this Agreement, any such successor to the Warrant Agent may
adopt the countersignature of the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        original
Warrant Agent; and if at that time any of the Global Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign
such Global Warrant Certificates either in the name of the predecessor Warrant
Agent or in the name of the successor Warrant Agent; and in all such cases such
Global Warrant Certificates shall have the full force provided in the Global
Warrant Certificates and in this Agreement.

      

       

      (ii) If at any
time the name of the Warrant Agent is changed and at such time any of the Global
Warrant Certificates have been countersigned but not delivered, the Warrant
Agent whose name has changed may adopt the countersignature under its prior
name; and if at that time any of the Global Warrant Certificates have not been
countersigned, the Warrant Agent may countersign such Global Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Global Warrant Certificates shall have the full force provided in the
Global Warrant Certificates and in this Agreement.

       

      Section
8.3 Fees and Expenses of Warrant
Agent.

       

      (a) Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration to be agreed
upon between the Warrant Agent and the Company for its services as Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures
(including reasonable counsel fees and expenses) that the Warrant Agent may
reasonably incur in the preparation, delivery, administration, execution and
amendment of this Agreement and the exercise and performance of its duties
hereunder.

       

      (b) Further Assurances. 
The
Company agrees to perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this
Agreement.

       

      Section
8.4 Liability of Warrant
Agent.

       

      (a) Reliance
on Company Statement.  Whenever
in the performance of its duties under this Agreement the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter may be deemed to be conclusively proved and established by a statement
signed by the Chief Executive Officer or Chairman of the Board and delivered to
the Warrant Agent; and such certificate will be full authorization to the
Warrant Agent for any action taken, suffered or omitted by it under the
provisions of this Agreement in reliance upon such certificate.  The
Warrant Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chief
Executive Officer or Chairman of the Board, and to apply to such officers for
advice or instructions in connection with its duties, and it may rely upon such
statement and will not be liable for any action taken, suffered or omitted to be
taken by it in accordance with any such instructions or pursuant to the
provisions of this Agreement.

       

      (b) Indemnity.  The
Warrant Agent shall be liable hereunder only for its own gross negligence,
willful misconduct or bad faith (which gross negligence, willful misconduct or
bad faith must be determined by a final, non-appealable order, judgment, decree
or ruling of a

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        court of
competent jurisdiction).  The Company agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability, suit, action,
proceeding, judgment, claim, settlement, cost or expense (including reasonable
counsel fees and expenses), incurred without gross negligence, willful
misconduct or bad faith on the part of the Warrant Agent (which gross
negligence, willful misconduct or bad faith must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction), for any action taken, suffered or omitted by the Warrant Agent in
connection with the preparation, delivery, acceptance, administration, execution
and amendment of this Agreement and the exercise and performance of its duties
hereunder, including the costs and expenses of defending against any claim of
liability arising therefrom, directly or indirectly.  The Warrant
Agent shall not be obligated to expend or risk its own funds or to take any
action which it believes would expose it to expense or liability or to a risk of
incurring expense or liability, unless it has been furnished with assurances of
repayment or indemnity satisfactory to it.  No provision in this
Agreement shall be construed to relieve the Warrant Agent from liability for its
own gross negligence, willful misconduct or bad faith (which gross negligence,
willful misconduct or bad faith must be determined by a final, non-appealable
order, judgment, decree or ruling of a court of competent
jurisdiction).

      

       

      (c) Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible or have any duty to make any calculation or
adjustment, or to determine when any calculation or adjustment required under
the provisions of Article IV or Article V hereof
should be made, how it should be made or what it should be, or have any
responsibility or liability for the manner, method or amount of any such
calculation or adjustment or the ascertaining of the existence of facts that
would require any such calculation or adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Warrant Shares to be issued pursuant to this
Agreement or any Warrant or as to whether any Warrant Shares will, when issued,
be valid and fully paid and nonassessable.

       

      Section
8.5 Acceptance of
Agency.  The
Warrant Agent hereby accepts the agency established by this Agreement and agrees
to perform the same upon the express terms and conditions herein set forth and,
among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for and pay to the Company all
moneys received by the Warrant Agent for the purchase of Warrant Shares through
the exercise of Warrants.

       

      Section
8.6 Agent for the
Company.  In acting in the capacity of Warrant Agent under this
Agreement, the Warrant Agent is acting solely as agent of the Company and does
not assume any obligation or relationship of agency or trust with any of the
owners or holders of the Warrants.

       

      Section
8.7 Counsel.  The
Warrant Agent may consult with counsel satisfactory to it (which may be counsel
to the Company), and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in accordance with the advice of such counsel.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
8.8 Documents.  The
Warrant Agent shall be protected and shall incur no liability for or in respect
of any action taken, suffered or omitted by it in reliance upon any notice,
direction, consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.

       

      Section
8.9 Certain
Transactions.  The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in, any Warrant,
with the same rights that it or they would have were it not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as a depositary, trustee or agent for, any committee or body of
holders of Warrants, or other securities or obligations of the Company as freely
as if it were not the Warrant Agent hereunder. Nothing in this Agreement shall
be deemed to prevent the Warrant Agent from acting as trustee under an
indenture.

       

      Section
8.10 No Liability for
Interest.  The Warrant Agent shall not be under any liability
for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement.

       

      Section
8.11 No Liability for
Invalidity.  The Warrant Agent shall not be under any
responsibility with respect to the validity or sufficiency of this Agreement or
the execution and delivery hereof (except the due execution and delivery hereof
by the Warrant Agent) or with respect to the validity or execution of the
Warrant Certificates (except its countersignature thereon).

       

      Section
8.12 No Responsibilities for
Recitals.  The recitals contained herein and in the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon) shall
be taken as the statements of the Company and the Warrant Agent assumes no
responsibility hereby for the correctness of the same.

       

      Section
8.13 No Implied
Obligations.  The Warrant Agent shall be obligated to perform
such duties as are explicitly set forth herein and no implied duties or
obligations shall be read into this Agreement against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
that may involve it in any expense or liability, the payment of which within a
reasonable time is not, in its opinion, assured to it. The Warrant Agent shall
not be accountable or under any duty or responsibility for the use by the
Company of any Warrant Certificate authenticated by the Warrant Agent and
delivered by it to the Company pursuant to this Agreement or for the application
by the Company of the proceeds of the issue and sale, or exercise, of the
Warrants. The Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants or agreements
contained herein or in any Warrant Certificate or in the case of the receipt of
any written demand from a Holder with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, to make
any demand upon the Company.

       

      Section
8.14 Agents.  The
Warrant Agent may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys-in-fact,
and the Warrant Agent shall not be responsible for any loss or expense arising
out of, or in 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        connection
with, the actions or omissions to act of its agents or attorneys-in-fact, so
long as the Warrant Agent acts without gross negligence, willful misconduct or
bad faith (which gross negligence, willful misconduct or bad faith must be
determined by a final, non-appealable order, judgment, decree or ruling of a
court of competent jurisdiction) in connection with the selection of, and
assignment of tasks to, such agents or attorneys-in-fact; provided, that this
provision shall not permit the Warrant Agent to assign all or substantially all
of its primary record-keeping responsibilities hereunder to any third party
provider without the Company’s prior written consent.

      

       

      Section
8.15 Liability.  Notwithstanding
anything in this Agreement to the contrary, in no event shall the Warrant Agent
be liable for special, indirect, punitive, incidental or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Warrant Agent has been advised of the likelihood of the loss or damage
and regardless of the form of the action.  Any liability of the
Warrant Agent under this Agreement shall be limited to the amount of annual fees
paid by the Company to the Warrant Agent.

       

      Section
8.16 Force
Majeure.  In no event shall the Warrant Agent be responsible or
liable for any failure or delay in the performance of its obligations under this
Agreement arising out of or caused by, directly or indirectly, forces beyond its
reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware) services.

       

      ARTICLE
IX

       

      MISCELLANEOUS
PROVISIONS

       

      Section
9.1 Binding Effects;
Benefits.  This
Agreement shall inure to the benefit of and shall be binding upon the Company,
the Warrant Agent and the Holders and their respective heirs, legal
representatives, successors and assigns.  Nothing in this Agreement,
expressed or implied, is intended to or shall confer on any Person other than
the Company, the Warrant Agent and the Holders, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

       

      Section
9.2 Notices.  Any
notice or other communication required or which may be given hereunder shall be
in writing and shall be sent by certified or registered mail, by private
national courier service (return receipt requested, postage prepaid), by
personal delivery or by electronic or facsimile transmission.  Such
notice or communication shall be deemed given (a) if mailed, two days after the
date of mailing, (b) if sent by national courier service, one Business Day after
being sent, (c) if delivered personally, when so delivered, or (d) if sent by
electronic or facsimile transmission, on the Business Day after such
transmission is sent, in each case as follows:

       

      if to the
Warrant Agent, to:

       

      Mellon
Investor Services LLC

      480
Washington Boulevard

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Jersey
City, NJ 07310

      Attention:
Ed Eismont

      Facsimile:
(201) 680-4665

      


      with a
copy (which shall not constitute notice) to:

      


      Mellon
Investor Services LLC

      480
Washington Boulevard

      Jersey
City, NJ 07310

      Attention:  Legal
Department

      Facsimile:
(201) 680-4610

      


      if to the
Company, to:

       

      Charter
Communications, Inc.

      12405
Powerscourt Drive

      St.
Louis, MO 63131

      Attention:
General Counsel

      Facsimile:
314-543-2308

      


      with a
copy (which shall not constitute notice) to:

       

      Kirkland
& Ellis LLP

      153 East
53rd Street

      New York,
New York 10022

      Attention:
Christian O. Nagler

      Facsimile:
(212) 446-6460

      


      if to
Registered Holders, at their addresses as they appear in the Warrant
Register.

       

      If the
Company fails to maintain such office or agency or fails to give such notice of
any change in the location thereof, presentation may be made and notices and
demands may be served at the office of the Warrant Agent designated for such
purpose.

       

      Section
9.3 Persons Having Rights under
this Agreement.  Nothing
in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any Person other than the parties hereto and the Holders, any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof.  All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the parties hereto, their successors and
assigns and the Holders.

       

      Section
9.4 Examination of this
Agreement.  A
copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent designated for such purpose, for examination by the Holder
of any Warrant.  Prior to such examination, the Warrant Agent may
require any such holder to submit his Warrant for inspection by it.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
9.5 Counterparts.  This
Agreement may be executed in any number of original, facsimile, PDF or
electronic counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

       

      Section
9.6 Effect of
Headings.  The
section headings herein are for convenience only and are not part of this
Agreement and shall not affect the interpretation hereof.

       

      Section
9.7 Amendments.

       

      (a) Subject
to Section
9.7(b) below, this agreement may not be amended except in writing signed
by both parties hereto.

       

      (b) The
Company and the Warrant Agent may from time to time supplement or amend this
Agreement or the Warrants (a) without the approval of any Holders in order to
cure any ambiguity, manifest error or other mistake in this Agreement or the
Warrants, or to correct or supplement any provision contained herein or in the
Warrants that may be defective or inconsistent with any other provision herein
or in the Warrants, or to make any other provisions in regard to matters or
questions arising hereunder that the Company and the Warrant Agent may deem
necessary or desirable and that shall not adversely affect, alter or change the
interests of any Holder or (b) with the prior written consent of holders of the
Warrants exercisable for a majority of the Warrant Shares then issuable upon
exercise of the Warrants then outstanding.  Notwithstanding anything
to the contrary herein, upon the delivery of a certificate from an Appropriate
Officer of the Company and, if requested by the Warrant Agent, an opinion of
counsel, which states that the proposed supplement or amendment is in compliance
with the terms of this Section 9.7 and,
provided such supplement or amendment does not change the Warrant Agent’s
rights, duties, liabilities, immunities or obligations hereunder, the Warrant
Agent shall execute such supplement or amendment.  Any amendment,
modification or waiver effected pursuant to and in accordance with the
provisions of this Section 9.7 will be
binding upon all Holders and upon each future Holder, the Company and the
Warrant Agent.  In the event of any amendment, modification or waiver,
the Company will give prompt notice thereof to all Registered Holders and, if
appropriate, notation thereof will be made on all Global Warrant Certificates
thereafter surrendered for registration of transfer or exchange.

       

      Section
9.8 No Inconsistent
Agreements.  The
Company will not, on or after the date hereof, enter into any agreement with
respect to its securities which conflicts with the rights granted to the Holders
in the Warrants or the provisions hereof.  The Company represents and
warrants to the Holders that, as of the date hereof, the rights granted
hereunder do not in any way conflict with the rights granted to holders of the
Company’s securities under any other agreements.

       

      Section
9.9 Integration/Entire
Agreement.  This
Agreement, the Warrants and the other agreements and documents referenced herein
and therein constitute the complete agreement among the Company, the Warrant
Agent and the Holders with respect to the subject matter hereof and supersede
all prior agreements, oral or written, between or among the parties with respect
thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
9.10 Governing Law,
Etc.  This
Agreement and each Warrant issued hereunder shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of such
State.  Each party hereto consents and submits to the jurisdiction of
the courts of the State of New York and of the federal courts of the Southern
District of New York in connection with any action or proceeding brought against
it that arises out of or in connection with, that is based upon, or that relates
to this Agreement or the transactions contemplated hereby.  In
connection with any such action or proceeding in any such court, each party
hereto hereby waives personal service of any summons, complaint or other process
and hereby agrees that service thereof may be made in accordance with the
procedures for giving notice set forth in Section 9.2
hereof.  Each party hereto hereby waives any objection to jurisdiction
or venue in any such court in any such action or proceeding and agrees not to
assert any defense based on forum non conveniens or lack of
jurisdiction or venue in any such court in any such action or
proceeding.

       

      Section
9.11 Termination.  This
Agreement shall terminate on the Expiration Date.  Notwithstanding the
foregoing, this Agreement will terminate on any earlier date when all Warrants
have been exercised.  The provisions of Section 8.4 and
this Article IX shall
survive such termination and the resignation or removal of the Warrant
Agent.

       

      Section
9.12 Waiver of Trial by
Jury.  Each
party hereto hereby irrevocably and unconditionally waives the right to a trial
by jury in any action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or relating to this
Agreement and the transactions contemplated hereby.

       

      Section
9.13 Severability.  In
the event that any one or more of the provisions contained herein or in the
Warrants, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provisions in every other respect and of the remaining provisions contained
herein and therein shall not be affected or impaired thereby; provided, that if
any such excluded term, provision, covenant or restriction shall materially
adversely affect the rights, immunities, duties or obligations of the Warrant
Agent, the Warrant Agent shall be entitled to resign
immediately.  Furthermore, subject to the preceding sentence, in lieu
of any such invalid, illegal or unenforceable provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as
similar in terms and commercial effect to such invalid, illegal or unenforceable
provision as may be possible and be valid and enforceable.

       

      


       

      [Signature
Page Follows]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first above
written.

       

      CHARTER
COMMUNICATIONS, INC.

      


      


      By:
______________________________

            Name:                      

            Title:                      

      


      


      


      MELLON
INVESTOR SERVICES LLC

      


      


      By:
______________________________

            Name:

            Title:


      
        
          
            
              	 
      	 
      	 
      


            

            [Signature
Page to CIH Warrant]

             

            


          

           


        

        
           


          
            

          

        

        
           


          
            


            EXHIBIT
A-1

            


          

        

      


      FORM OF
WARRANT STATEMENT

       

      CHARTER
COMMUNICATIONS, INC.

       

      
        	
                DRS
      Warrant Distribution Statement

                 

              
	
                CUSIP  Number

              	
                Account
      Number/Account Key

              
	 
      	 
      
	
                Ticker
      Symbol

              	
                Investor
      ID

              
	 
      	 
      
	
                Issuance
      Date

              	
                Distribution

              


      

      


      [_______________]

      [_______________]

      [_______________]

      [_______________]

      


      
        	
                Charter
      Communications, Inc. Warrants Issued To You In Book-Entry
    Form

              
	
                [_______]

              


      

      


      


      PLEASE
RETAIN THIS STATEMENT FOR YOUR RECORDS

       

      These
Warrants are maintained for you under the Direct Registration System, which
means they are held for you in an electronic, book-entry account maintained by
BNY Mellon Shareowner Services (see enclosed brochure, "What Individual Investors Should
Know About Holding Securities"). Please retain
this statement for your permanent record.

       

      NO
ACTION IS REQUIRED if you choose
to keep warrants in book-entry form.

      


      


      
        	
                Questions?  Contact
      BNY Mellon Shareowner Services

                To
      access your account, use your Investor ID Number that is located in the
      box above on the top right hand corner of this statement. You can contact
      BNY Mellon Shareowner Services in one of the following
    ways:

              
	
                 

                By
      Internet:  Visit www.bnymellon.com/shareowner/isd
      for access to your account. You will be able to certify your Taxpayer
      Identification Number/Social Security Number, change your address or sell
      warrants.

              
	
                 

                By
      Phone:

                Toll
      Free
      Number                                           1-866-463-1222

                Outside
      the U.S.
      (Collect)                             1-201-680-6578

                Hearing
      Impaired                                           1-800-231-5469

                Representatives
      are available 9 a.m. to 7 p.m. Eastern Time weekdays

              	
                 

                By
      Mail:

                Charter
      Communications, Inc.

                c/o
      BNY Mellon Shareowner Services

                P.O.
      Box 358035

                Pittsburgh,
      PA 15252-8035

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      SEE
REVERSE SIDE FOR IMPORTANT INFORMATION


      
        
           


        

        
           


          
            

          

        

        
           


          
            CHARTER
COMMUNICATIONS, INC.

            


          

        

      


      This
statement is your record that the Charter Communications, Inc. Warrants have
been credited to your account on the books of Charter Communications, Inc.
maintained by BNY Mellon Shareowner Services, under the Direct Registration
System. Please verify all information on the reverse side of this statement.
This statement is neither a negotiable instrument nor a security, and delivery
of this statement does not itself confer any rights on the recipient.
Nevertheless, it should be kept with your important documents as a record of
your ownership of these securities.

       

      Transfer ownership of your book-entry
warrants at any time by submitting the appropriate warrant transfer
documents to BNY Mellon Shareowner Services. Visit Investor ServiceDirect online
at www.bnymellon.com/shareowner/isd,
or call 1-866-463-1222 to obtain transfer documents.

       

      Transfer of your book-entry warrants
to your broker can be accomplished in one of two ways:

      
        	
                (1)

              	
                The
      fastest and easiest way - provide your broker with your Account Key at BNY
      Mellon Shareowner Services, your Taxpayer Identification Number (TIN) and
      your account registration information, and request that your broker
      initiate an electronic transfer of your warrants,
  or

              


      

       

      
        	
                (2)

              	
                Obtain
      a “Broker-Dealer Authorization Form” by visiting www.bnymellon.com/shareowner/isd,
      or by calling 1-866-463-1222.

              


      

       

      To sell any or all of your book-entry
warrants in your account at BNY Mellon Shareowner Services, visit www.bnymellon.com/shareowner/isd,
phone toll free 1-866-463-1222 or simply check the appropriate “sell” box, sign
and date the attached sales coupon and mail it in the envelope
provided.  By conducting a sale through this program, you agree that
this constitutes immediate enrollment in the program.  Any sales of
book-entry shares are subject to Mellon’s Terms and Conditions.

       

      The
Warrant Agreement, dated November 30, 2009 (the “Warrant Agreement”), between
Charter Communications, Inc. (the “Company”) and BNY Mellon Shareowner Services
LLC, as Warrant Agent (the “Warrant Agent”), is incorporated by reference into
and made a part of this statement and this statement is qualified in its
entirety by reference to the Warrant Agreement. A copy of the Warrant Agreement
may be inspected at the Warrant Agent’s office 480 Washington Blvd, Jersey City,
NJ 07310, and is also available on the Company’s website at www.charter.com.  All
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Warrant Agreement.

       

      Book-Entry
Warrants may be exercised to purchase Warrant Shares from the Company from the
Effective Date through 5:00 p.m. New York City time on November 30, 2014 (the
“Expiration Date”), at an initial exercise price of $46.86 per whole share (as the
same may be adjusted pursuant to Article V of the Warrant Agreement, the
“Exercise Price”) multiplied by the number of Warrant Shares set forth
above.  The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant
Agreement.  Subject to the terms and conditions set forth in the
Warrant Agreement, each Holder of a Book-Entry Warrant may exercise such
Book-Entry Warrant, in whole or from time to time in part, by:  (1)
providing a properly completed and duly executed exercise form for the election
to exercise such Book Entry Warrants (the “Exercise Form”) to the Warrant Agent
in accordance with the instructions below, no later than 5:00 p.m., New York
City time, on the Expiration Date, and (2) in the case of an exercise for cash,
paying the applicable Exercise Amount to the Warrant Agent.  In lieu
of paying the Exercise Amount as set forth in the preceding sentence, subject to
the provisions of the Warrant Agreement, each Book-Entry Warrant shall entitle
the Holder thereof, at the election of such Holder, to exercise such Book- Entry
Warrant on a net issuance basis in accordance with the procedures, terms and
conditions set forth in Section 4.5 of the Warrant Agreement.

       

      The
Company shall not be required to issue any fraction of a share of its capital
stock in connection with the exercise of Warrants.  All shares of
capital stock issuable upon conversion of more than one Warrant by a holder
thereof shall be aggregated for purposes of determining whether the conversion
would result in the issuance of any fractional share.  If, after the
aforementioned aggregation, the conversion would result in the issuance of any
fractional share, the Company shall, in lieu of issuing any fractional share,
round such fraction of a share to the nearest whole number of
shares.  For the avoidance of doubt, 0.5 of a share shall be rounded
to one (1) share.

       

      


       

      (DETACH
SALES COUPON HERE)

       

      


       

      


       

       

      SELL
MY WARRANTS

       

      
        By
signing and returning this form. I am authorizing the sale of Charter
Communications, Inc. Warrants held by BNY Mellon Shareowner Services in
book-entry form in my name.  Please mail me a check for the proceeds
of the sale less applicable fees. The fees to be charged are included in the
enclosed Warrant Sale Program sheet.  THIS FORM MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THEIR NAME(S) APPEAR(S) ON THIS
STATEMENT.

      

      


      
        	
                FULL
      SALE:

              	
                PARTIAL
      SALE:

              	
                Taxpayer
      ID or Social Security Number

              
	
                o           SELL
      ALL WARRANTS.

              	
                o           SELL
      _________ WARRANTS.

              	 
      


      

      


      
        	 
      	 
      	 
      
	
                SIGNATURE

              	
                DATE

              	 
      
	 
      	 
      	 
      
	
                SIGNATURE

              	
                DATE

              	 
      


      

      


      


      


      [_______________]

      [_______________]

      [_______________]

      [_______________]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CHARTER
COMMUNICATIONS, INC. DRS
Warrant Distribution Statement

       

      
        	
                CUSIP
      Number

              	
                Account
      Number/Account Key

              
	 
      	 
      
	
                Ticker
      Symbol

              	
                Investor
      ID

              
	 
      	 
      
	
                Issuance
      Date

              	
                Distribution

              


      

      


      [_______________]

      [_______________]

      [_______________]

      [_______________]

      


      
        	
                Charter
      Communications, Inc. Warrants Issued To You In Book-Entry
    Form

              
	
                [_______]

              


      

      


      


      PLEASE
RETAIN THIS STATEMENT FOR YOUR RECORDS

       

      These
Warrants are maintained for you under the Direct Registration System, which
means they are held for you in an electronic, book-entry account maintained by
BNY Mellon Shareowner Services (see enclosed brochure, "What Individual Investors Should
Know About Holding Securities"). Please retain
this statement for your permanent record.

       

      NO
ACTION IS REQUIRED if you choose
to keep warrants in book-entry form.

      


      


      
        	
                                                           Questions? Contact BNY Mellon
      Shareowner Services

                To
      access your account, use your Investor ID Number that is located in the
      box above on the top right hand corner of this statement. You can contact
      BNY Mellon Shareowner Services in one of the following
    ways:

              
	
                 

                By
      Internet:  Visit www.bnymellon.com/shareowner/isd
      for access to your account. You will be able to certify your Taxpayer
      Identification Number/Social Security Number, change your address or sell
      warrants.

              
	
                 

                By
      Phone:

                Toll
      Free
      Number                                           1-866-463-1222

                Outside
      the U.S.
      (Collect)                             1-201-680-6578

                Hearing
      Impaired                                           1-800-231-5469

                Representatives
      are available 9 a.m. to 7 p.m. Eastern Time weekdays

              	
                 

                By
      Mail:

                Charter
      Communications, Inc.

                c/o
      BNY Mellon Shareowner Services

                P.O.
      Box 358035

                Pittsburgh,
      PA 15252-8035

              


      

      


      Request
for Taxpayer Identification and Certification

      


      Our
records indicate that we do not have a certified Taxpayer Identification Number
("TIN") on file. Without a certified TIN, we may be
required by law to withhold 28% from any future payments and any sale
transaction that you request. Logon to www.bnymellon.com/shareowner/isd
to certify your TIN. or contact us by phone to request a Substitute Form
W-9.

       

      If you
are exempt from backup withholding. remember to indicate that when completing
the certification.

       

      
        	
                over
      the Phone

              	 
      	
                through
      the Internet

              
	
                · Dial
      the toll-free number shown above

                · Say
      “Certify my TIN”
      when prompted

                · Enter
      your Investor ID and PIN

                · Speak
      your answers at the prompt

              	 
      	
                · Go
      to www.bnymellon.com/shareowner/isd

                · Logon
      to Investor Service Direct®

                · Select
      the account name

                · Choose
      Manage
      Account Info and select Certify Tax
      ID

                · Confirm
      your certification

              


      

      Mellon                                    You're done! It's that
easy!  *New user? Establish a PIN. then proceed.

      


      SEE
REVERSE SIDE FOR IMPORTANT INFORMATION


      
        
           


        

        
           


          
            

          

        

        
           


          
            CHARTER
COMMUNICATIONS, INC.

          

        

      


      This
statement is your record that the Charter Communications, Inc. Warrants have
been credited to your account on the books of Charter Communications, Inc.
maintained by BNY Mellon Shareowner Services, under the Direct Registration
System. Please verify all information on the reverse side of this statement.
This statement is neither a negotiable instrument nor a security, and delivery
of this statement does not itself confer any rights on the recipient.
Nevertheless, it should be kept with your important documents as a record of
your ownership of these securities.

       

      Transfer ownership of your book-entry
warrants at any time by submitting the appropriate warrant transfer
documents to BNY Mellon Shareowner Services. Visit Mellon’s Investor
ServiceDirect online at www.bnymellon.com/shareowner/isd,
or call 1-866-463-1222 to obtain transfer documents.

       

      Transfer of your book-entry warrants
to your broker can be accomplished in one of two ways:

      (1)      
The fastest and easiest way - provide your broker with your Account Key at BNY
Mellon Shareowner Services, your Taxpayer Identification Number (TIN) and your
account registration information, and request that your broker initiate an
electronic transfer of your warrants, or

       

      (2)           Obtain
a “Broker-Dealer Authorization Form” by visiting www.bnymellon.com/shareowner/isd,
or by calling 1-866-463-1222.

       

      To sell any or all of your book-entry
warrants in your account at BNY Mellon Shareowner Services, visit www.bnymellon.com/shareowner/isd,
phone toll free 1-866-463-1222 or simply check the appropriate “sell” box, sign
and date the attached sales coupon and mail it in the envelope
provided.  By conducting a sale through this program, you agree that
this constitutes immediate enrollment in the program.  Any sales of
book-entry shares are subject to Mellon’s Terms and Conditions.

       

      The
Warrant Agreement, dated November 30, 2009 (the “Warrant Agreement”), between
Charter Communications, Inc. (the “Company”) and BNY Mellon Shareowner Services
LLC, as Warrant Agent (the “Warrant Agent”), is incorporated by reference into
and made a part of this statement and this statement is qualified in its
entirety by reference to the Warrant Agreement. A copy of the Warrant Agreement
may be inspected at the Warrant Agent’s office 480 Washington Blvd, Jersey City,
NJ 07310, and is also available on the Company’s website at www.charter.com.  All
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Warrant Agreement.

       

      Book-Entry
Warrants may be exercised to purchase Warrant Shares from the Company from the
Effective Date through 5:00 p.m. New York City time on November 30, 2014 (the
“Expiration Date”), at an initial exercise price of $46.86 per whole share (as the
same may be adjusted pursuant to Article V of the Warrant Agreement, the
“Exercise Price”) multiplied by the number of Warrant Shares set forth
above.  The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant
Agreement.  Subject to the terms and conditions set forth in the
Warrant Agreement, each Holder of a Book-Entry Warrant may exercise such
Book-Entry Warrant, in whole or from time to time in part, by:  (1)
providing a properly completed and duly executed exercise form for the election
to exercise such Book Entry Warrants (the “Exercise Form”) to the Warrant Agent
in accordance with the instructions below, no later than 5:00 p.m., New York
City time, on the Expiration Date, and (2) in the case of an exercise for cash,
paying the applicable Exercise Amount to the Warrant Agent.  In lieu
of paying the Exercise Amount as set forth in the preceding sentence, subject to
the provisions of the Warrant Agreement, each Book-Entry Warrant shall entitle
the Holder thereof, at the election of such Holder, to exercise such Book- Entry
Warrant on a net issuance basis in accordance with the procedures, terms and
conditions set forth in Section 4.5 of the Warrant Agreement.

       

      The
Company shall not be required to issue any fraction of a share of its capital
stock in connection with the exercise of Warrants.  All shares of
capital stock issuable upon conversion of more than one Warrant by a holder
thereof shall be aggregated for purposes of determining whether the conversion
would result in the issuance of any fractional share.  If, after the
aforementioned aggregation, the conversion would result in the issuance of any
fractional share, the Company shall, in lieu of issuing any fractional share,
round such fraction of a share to the nearest whole number of
shares.  For the avoidance of doubt, 0.5 of a share shall be rounded
to one (1) share.

       

      


       

      (DETACH
SALES COUPON HERE)

       

      


       

      


       

       

      SELL
MY WARRANTS

      
        By
signing and returning this form. I am authorizing the sale of Charter
Communications, Inc. Warrants held by BNY Mellon Shareowner Services in
book-entry form in my name.  Please mail me a check for the proceeds
of the sale less applicable fees. The fees to be charged are included in the
enclosed Warrant Sale Program sheet.  THIS FORM MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THEIR NAME(S) APPEAR(S) ON THIS
STATEMENT.

      

      


      
        	
                FULL
      SALE:

              	
                PARTIAL
      SALE:

              	
                Taxpayer
      ID or Social Security Number

              
	
                o           SELL
      ALL WARRANTS.

              	
                o           SELL
      _________ WARRANTS.

              	
                UNCERTIFIED

              


      

      


      
        	 
      	 
      	 
      
	
                SIGNATURE

              	
                DATE

              	 
      
	 
      	 
      	 
      
	
                SIGNATURE

              	
                DATE

              	 
      


      

      


      


      


      [_______________]

      [_______________]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [_______________]

      [_______________]


      
        
           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
A-2

          

        

      


      FORM OF
FACE OF GLOBAL WARRANT CERTIFICATE

       

      VOID
AFTER 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 30, 2014

       

      This
Global Warrant Certificate is held by The Depository Trust Company (the
“Depositary”) or its nominee in custody for the benefit of the beneficial owners
hereof, and is not transferable to any Person under any circumstances except
that (i) this Global Warrant Certificate may be exchanged in whole but not in
part pursuant to Section 6.1(a) of the Warrant
Agreement, (ii) this Global Warrant Certificate may be delivered to the Warrant
Agent for cancellation pursuant to Section 6.1(h)
of the Warrant Agreement and (iii) this Global Warrant Certificate may be
transferred to a successor Depositary with the prior written consent of the
Company.

      


      Unless
this Global Warrant Certificate is presented by an authorized representative of
the Depositary to the Company or the Warrant Agent for registration of transfer,
exchange or payment and any certificate issued is registered in the name of Cede
& Co., or such other entity as is requested by an authorized representative
of the Depositary (and any payment hereon is made to Cede & Co. or to such
other entity as is requested by an authorized representative of the Depositary),
any transfer, pledge or other use hereof for value or otherwise by or to any
Person is wrongful because the registered owner hereof, Cede & Co., has an
interest herein.

      


      Transfers
of this Global Warrant Certificate shall be limited to transfers in whole, but
not in part, to nominees of the Depositary or to a successor thereof or such
successor’s nominee, and transfers of portions of this Global Warrant
Certificate shall be limited to transfers made in accordance with the
restrictions set forth in Section 6 of the Warrant Agreement.

      


      No
registration or transfer of the securities issuable pursuant to the Warrant will
be recorded on the books of the Company until these provisions have been
complied with.

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES
ISSUABLE UPON EXERCISE OF THE WARRANT) ARE SUBJECT TO ADDITIONAL AGREEMENTS SET
FORTH IN THE WARRANT AGREEMENT DATED AS OF NOVEMBER 30, 2009 BY AND BETWEEN THE
COMPANY AND THE WARRANT AGENT (THE “WARRANT
AGREEMENT”).

       

      THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

       

      5:00
P.M., NEW YORK CITY TIME, ON NOVEMBER 30,
2014

       

      WARRANT
TO PURCHASE

       

      ______________
SHARES OF CLASS A COMMON STOCK OF

       

      CHARTER
COMMUNICATIONS, INC.

       

      


       

      CUSIP #
16117M131

       

      DISTRIBUTION
DATE: [_______________]

       

      No.
________

       

      This
certifies that, for value received, ___________________________, and its
registered assigns (collectively, the “Registered Holder”), is entitled to
purchase from Charter Communications, Inc., a corporation incorporated under the
laws of the State of Delaware (the “Company”), subject to the terms and
conditions hereof, at any time before 5:00 p.m., New York time, on November 30,
2014, the number of fully paid and non-assessable shares of Class A Common Stock
of the Company set forth above at the Exercise Price (as defined in the Warrant
Agreement).  The Exercise Price and the number and kind of shares
purchasable hereunder are subject to adjustment from time to time as provided in
Article V of the Warrant Agreement.  The
initial Exercise Price shall be $46.86.

       

      This
Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company under its
corporate seal as of the ____ day of ___________________, 20__.

       

      CHARTER
COMMUNICATIONS, INC.

       

      By:                    
  ______________________________                                         

       

      Print
Name:         ______________________________                                                     

       

      Title:                    ______________________________                                       

       

      Attest:   ______________________________                                                             

      Secretary

       

      


       

      MELLON
INVESTOR SERVICES LLC,

      as
Warrant Agent

       

      


       

      By:
______________________________

      Name:                      

      Title:

       

      


      


      Address
of Registered Holder for Notices (until changed in accordance with this
Warrant):

       
______________________________

      ______________________________

      ______________________________

      ______________________________

      ______________________________


       

      


      


      REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH
ON THE REVERSE HEREOF.  SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      FORM OF
REVERSE OF WARRANT

      


      The
Warrant evidenced by this Warrant Certificate is a part of a duly authorized
issue of Warrants to purchase ____________ shares of Class A Common Stock issued
pursuant to that the Warrant Agreement, a copy of which may be inspected at the
Warrant Agent’s office designated for such purpose.  The Warrant
Agreement hereby is incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the Registered Holders of the Warrants.  All
capitalized terms used on the face of this Warrant herein but not defined that
are defined in the Warrant Agreement shall have the meanings assigned to them
therein.

       

      Upon due
presentment for registration of transfer of the Warrant at the office of the
Warrant Agent designated for such purpose, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other charge.

       

      The
Company shall not be required to issue fractions of Warrant Shares or any
certificates that evidence fractional Warrant Shares.

       

      No
Warrants may be sold, exchanged or otherwise transferred in violation of the
Securities Act or state securities laws.

       

      This
Warrant does not entitle the Registered Holder to any of the rights of a
stockholder of the Company.

       

      The
Company and Warrant Agent may deem and treat the Registered Holder hereof as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone) for the purpose of any
exercise hereof and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.

       

      


       

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
B-1

          

        

      


      EXERCISE
FORM FOR REGISTERED HOLDERS

       

      HOLDING
BOOK-ENTRY WARRANTS

       

      (To be
executed upon exercise of Warrant)

       

      


       

      The
undersigned hereby irrevocably elects to exercise the right, represented by the
Book-Entry Warrants, to purchase Warrant Shares and (check one):

       

      
        	
                 
      

              	 o	
                herewith
      tenders payment for _______ of the Warrant Shares to the order of Charter
      Communications, Inc. in the amount of $_________ in accordance with the
      terms of the Warrant Agreement and this Warrant;
  or

              


      

       

      
        	
                 
      

              	 o	
                herewith
      tenders this Warrant for _______ Warrant Shares pursuant to the net
      issuance exercise provisions of Section
      4.4(b) of the Warrant Agreement.  This exercise and election
      shall  be immediately effective or  shall be effective
      as of 5:00 pm., New York time, on [insert
date].

              


      

       

      The
undersigned requests that [a statement representing] the Warrant Shares be
delivered as follows:

      
      

       

      
        	 	 Name      
      ___________________________
	 	 Address 
      ___________________________
	 	 ___________________________
	 	 Delivery
      Address (if different)  
	 	 ___________________________
	 	 ___________________________


      

      


      


      


      If said
number of shares shall not be all the shares purchasable under the within
Warrant Statement, the undersigned requests that a new Book-Entry Warrant
representing the balance of such Warrants shall be registered, with the
appropriate Warrant Statement delivered as follows:

      
         

        
          	 	 Name      
      ___________________________
	 	 Address 
      ___________________________
	 	 ___________________________
	 	 Delivery
      Address (if different)  
	 	 ___________________________
	 	 ___________________________


        

        


        


      

      


      _______________________________                                                                                 Signature
________________________

      Social
Security or Other Taxpayer

       

      Identification
Number of Holder

       

      Note: If
the statement representing the Warrant Shares or any Book-Entry Warrants
representing Warrants not exercised is to be registered in a name other than
that in which the Book-Entry Warrants are registered, the signature of the
holder hereof must be guaranteed.

       

      SIGNATURE
GUARANTEED BY:

       

      _______________________________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       

      Countersigned:

      Dated:                ,
20

      


      MELLON
INVESTOR SERVICES LLC,

      as
Warrant Agent

      


      Signature _______________________                                                                    

      Authorized
Signatory

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
B-2

          

        

      


      EXERCISE
FORM FOR BENEFICIAL HOLDERS

      HOLDING
WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY

       

      TO BE
COMPLETED BY DIRECT PARTICIPANT

      IN THE DEPOSITORY TRUST
COMPANY

       

      (To be
executed upon exercise of Warrant)

       

      The
undersigned hereby irrevocably elects to exercise the right, represented by
______ Warrants held for its benefit through the book-entry facilities of
Depository Trust Company (the “Depositary”), to purchase Warrant Shares and
(check one):

       

      
        	
                 
      o

              	
                herewith
      tenders payment for _______ of the Warrant Shares to the order of Charter
      Communications, Inc. in the amount of $_________ in accordance with the
      terms of the Warrant Agreement and this Warrant;
  or

              


      

       

      
        	
                 
      o

              	
                herewith
      tenders this Warrant for _______ Warrant Shares pursuant to the net
      issuance exercise provisions of Section
      4.4(b) of the Warrant Agreement.  This exercise and election
      shall  be immediately effective or  shall be effective
      as of 5:00 pm., New York time, on [insert
date].

              


      

       

      The
undersigned requests that the Warrant Shares issuable upon exercise of the
Warrants be in registered form in the authorized denominations, registered in
such names and delivered, all as specified in accordance with the instructions
set forth below; provided, that if the Warrant Shares are evidenced by global
securities, the Warrant Shares shall be registered in the name of the Depositary
or its nominee.

       

      Dated:

       

      NOTE:  THIS
EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.  THE WARRANT AGENT SHALL
NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT
THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND
(2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE
WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE
SUBMITTED.  NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY:

       

      (PLEASE
PRINT)

       

      ADDRESS:

       

      CONTACT
NAME:

       

      ADDRESS:

       

      TELEPHONE
(INCLUDING INTERNATIONAL CODE):

       

      FAX
(INCLUDING INTERNATIONAL CODE):

       

      SOCIAL
SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

       

      ACCOUNT
FROM WHICH WARRANTS ARE BEING DELIVERED:

       

      DEPOSITARY
ACCOUNT NO.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WARRANT
EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED
TO THE ATTENTION OF “WARRANT EXERCISE”.  WARRANT HOLDER DELIVERING
WARRANTS, IF OTHER THAN THE DIRECT DEPOSITARY PARTICIPANT DELIVERING THIS
WARRANT EXERCISE NOTICE:

       

      NAME:
_____________________________

                       (PLEASE
PRINT)

       

       CONTACT
NAME:

       

      TELEPHONE
(INCLUDING INTERNATIONAL CODE):

       

      FAX
(INCLUDING INTERNATIONAL CODE):

       

      SOCIAL
SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

       

      ACCOUNT
TO WHICH THE SHARES OF CLASS A COMMON STOCK ARE TO BE CREDITED:

       

      DEPOSITARY
ACCOUNT NO.

       

      FILL IN
FOR DELIVERY OF THE CLASS A COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING
THIS WARRANT EXERCISE NOTICE:

       

      NAME:
_____________________________

                       (PLEASE
PRINT)

       

      ADDRESS:
_____________________________

       

      CONTACT
NAME: _____________________________

       

      TELEPHONE
(INCLUDING INTERNATIONAL CODE): _____________________________

       

      FAX
(INCLUDING INTERNATIONAL CODE): _____________________________

       

      SOCIAL
SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):
___________

       

      NUMBER OF
WARRANTS BEING EXERCISED: _____________________________

       

      (ONLY ONE
EXERCISE PER WARRANT EXERCISE NOTICE)

       

      


       

      Signature:
_____________________________

       

      Name:
_____________________________

       

      Capacity
in which Signing: _____________________________

       

      SIGNATURE
GUARANTEED BY:  _____________________________

       

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       


      
        
           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
C

          

        

      


      FORM OF
ASSIGNMENT

      (To be
executed only upon assignment of Warrant)

       

      For value
received, ______________________________ hereby sells, assigns and transfers
unto the Assignee(s) named below the rights represented by such Warrant to
purchase number of Warrant Shares listed opposite the respective name(s) of the
Assignee(s) named below and all other rights of the Registered Holder under the
within Warrant, and does hereby irrevocably constitute and appoint
_____________________________ attorney, to transfer said Warrant on the books of
the within-named Company with respect to the number of Warrant Shares set forth
below, with full power of substitution in the premises:

       

      
        	
                Name(s)
      of

                Assignee(s)

              	 	
                Address

              	 	
                No. of Warrant Shares

              
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


      

      And if
said number of Warrant Shares shall not be all the Warrant Shares represented by
the Warrant, a new Warrant is to be issued in the name of said undersigned for
the balance remaining of the Warrant Shares registered by said
Warrant.

       

      Dated:              ,
20__                                           Signature 
__________________________                                                                                     

      
        	
                 
      

              	
                Note:

              	
                The
      above signature should correspond exactly with the name on the face of
      this Warrant