Exhibit 10.17


    Exhibit
      10.17

    
 

    

      Pursuant
        to 17 CFR 240.24b-2, confidential information has been omitted in places
        marked
        "[***]" and has been filed separately with the Securities and Exchange
        Commission pursuant to a Confidential Treatment Application filed with the
        Commission.

    

    
 

    SETTLEMENT
      AGREEMENT AND MUTUAL RELEASES

     

    This
      Settlement Agreement (the "Settlement Agreement"or "Agreement") is made and
      entered into as of October 31 , 2005, by and among (i) Charter Communications,
      Inc. ("CCI"), a Delaware corporation, (ii) the Special Committee of the Board
      of
      Directors of CCI (the "Special Committee") acting on behalf of CCI with respect
      to certain matters described below, (iii) Charter Communications Holding
      Company, LLC ("HoldCo"), a Delaware limited liability company, (iv) CCHC, LLC
      ("CCHC"), a Delaware limited liability company, (v) CC VIII, LLC
      ("CC VIII"), a Delaware limited liability company, (vi) CC V,
      LLC
      ("CC V"), a Delaware limited liability company, (vii) Charter Investment,
      Inc. ("CII"), a Delaware corporation, (viii) Vulcan Cable III, Inc. ("Vulcan"),
      and (ix) Paul G. Allen ("Mr. Allen"), an individual. Each of the parties to
      this
      Agreement is individually referred to herein as a "Party"and all are
      collectively referred to herein as the "Parties."

     

    RECITALS

     

    WHEREAS,
      effective as of February 14, 2000, 24,273,943 membership units in CC VIII
      (the "Put Units") were issued to TCI Bresnan LLC and TCID of Michigan Inc.
      (jointly, the "AT&T Sellers") as part of the acquisition by HoldCo and
      Charter Communications Holdings, LLC ("Holdings") of Bresnan Communications
      Company Limited Partnership ("Bresnan");

     

    WHEREAS,
      in connection with the acquisition by HoldCo and Holdings of Bresnan, Mr. Allen
      granted to the AT&T Sellers the right to put their Put Units to him as
      evidenced by that certain Put Agreement dated February 14, 2000, and as
      amended;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      on April 12, 2002, the successors to the AT&T Sellers elected to exercise
      the put right, and the put closed on June 6, 2003, whereupon Mr. Allen bought
      the Put Units for a base price of approximately $630 million plus 4.5% thereof
      annually from February 14, 2000, for a total purchase price of
      $728,270,541.00;

     

    WHEREAS,
      Mr. Allen transferred the Put Units to his wholly-owned affiliate Vulcan Cable
      Investment Ltd., which subsequently was merged into Mr. Allen’s wholly-owned
      affiliate CII;

     

    WHEREAS,
      an issue has arisen (the "CC VIII Put Dispute") regarding whether the
      Put
      Units are required to be mandatorily exchanged for HoldCo units;

     

    WHEREAS,
      the Board of Directors of CCI formed the Special Committee to investigate and
      take any appropriate action on behalf of CCI with respect to the CC VIII
      Put Dispute, among other things;

     

    WHEREAS,
      the Special Committee undertook an extensive investigation of the facts and
      law
      in connection with the CC VIII Put Dispute, and the Parties engaged
      in a
      process of non-binding mediation in an effort to resolve the CC VIII
      Dispute, without success;

     

    WHEREAS,
      the Parties subsequently participated in the complex corporate and business
      dispute mediation program of the Court of Chancery of the State of Delaware,
      proceeding before Vice Chancellor Donald F. Parsons, Jr., pursuant to 10 Del.
      C.
§ 347 and Rules 93, 94 and 95 of the Court of Chancery; 

     

    WHEREAS,
      the Parties, having exhaustively investigated the facts and circumstances
      relating to the CC VIII Put Dispute, and having carefully considered
      the
      mediation before Vice Chancellor Parsons, and after consultation with counsel,
      now 

     

    
      
        
        

      

      
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      desire
        that the CC VIII Put Dispute be permanently and irrevocably released
        and
        settled as among the Parties, as set forth herein;

    

     

    NOW,
      THEREFORE, in consideration of the promises and the mutual covenants contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties hereto, intending
      to
      be legally bound, hereby agree as follows:

     

    1. Definitions.
      As used
      herein, the following terms shall have the following meanings:

     

    1.1 "CC VIII
      LLC Agreement"means the Third Amended and Restated Limited Liability Company
      Agreement of CC VIII, LLC, dated as of even date herewith.

     

    1.2 "Effective
      Date"means the date first above written, so long as all of the Parties have
      executed this Agreement.

     

    
      1.3 "Related
        Parties" means (i) with respect to CCI, the Special Committee and its current
        and former members (Ronald L. Nelson, John H. Tory, Larry W. Wangberg and
        David
        C. Merritt), HoldCo, CC VIII, CC V and CCHC (together, the
        "Charter
        Parties"), each of the Charter Parties’ respective subsidiaries, parent
        entities, successors, and predecessors, past or present officers, directors,
        shareholders, agents, principals, employees, insurers, attorneys, advisors,
        and
        investment advisors, partners, members, affiliates, and any person, firm,
        trust,
        partnership, corporation, officer, director or other individual or entity
        in
        which any Charter Party has a controlling interest or which is related to
        or
        affiliated with any of the Charter Parties, and the respective legal
        representatives, heirs, successors in interest or assigns of each of the
        Charter
        Parties; 

       

      
        
          
          

        

        
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        provided,
          however,
          that
          the foregoing shall not include any of the Allen Parties, as defined below,
          and
          shall [* * *](together, the "[* * *]"); and
          (ii) with
          respect to CII, Vulcan and Mr. Allen (together, the "Allen Parties"), each
          of
          the Allen Parties’ respective subsidiaries, parent entities, successors, and
          predecessors, past or present officers, directors, shareholders, agents,
          principals, employees, insurers, attorneys, advisors, and investment advisors,
          partners, members, affiliates, and any person, firm, trust, partnership,
          corporation, officer, director or other individual or entity in which any
          Allen
          Party has a controlling interest or which is related to or affiliated with
          any
          of the Allen Parties, and the respective legal representatives, heirs,
          successors in interest or assigns of each of the Allen Parties; provided, however,
          that
          the Allen Parties shall not include any of the Charter Parties or
          [* * *].

      

    

     

    1.4 "Settled
      Claims"means all claims, counterclaims, rights, demands, causes of action or
      liabilities, if any, whether based on federal, state, local, statutory or common
      law or any other law, rule or regulation, including both known claims and
      Unknown Claims (as defined below), already accrued or arising in the future,
      directly or indirectly, that have been or could have been asserted by the
      Parties or any of them or the successors and assigns of any of them against
      any
      other Party which arise out of or relate in any way to (i) the acquisition
      by
      HoldCo and Holdings of Bresnan Communications Company Limited Partnership,
      (ii)
      the drafting and execution of the agreements effecting the acquisition by HoldCo
      and Holdings of Bresnan Communications Company Limited Partnership, (iii) the
      Put Units, or (iv) the CC VIII Put Dispute; provided, however,
      that
      the foregoing shall not include any claims, counterclaims, rights or causes
      of
      action or liabilities arising out of, or related in any way to, this Settlement
      Agreement and any 

     

    
      
        
        

      

      
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      agreements
        executed pursuant to this Settlement Agreement (such agreements, the
        "Transaction Documents"); and further
        provided
        that the
        Settled Claims shall not include [* * *].

    

     

    1.5 "Unknown
      Claims"means any and all Settled Claims that any of the Parties and/or their
      Related Parties do not know or suspect exist in his or its favor at the time
      of
      the release of the Settled Claims, which if known by him or it might have
      affected his or its decision(s) with respect to entering into or the terms
      of
      this Agreement or any other agreement referred to herein. With respect to any
      and all Settled Claims, the Parties stipulate and agree that each and all of
      the
      Parties shall be deemed to have expressly waived any and all provisions, rights
      and benefits conferred by any law, including the law of any state or territory
      of the United States or principle of common law, which is similar, comparable,
      or equivalent to Cal. Civ. Code § 1542, which provides:

    


    
      
        
        

      

      
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    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
      HIM
      MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

    


    The
      Parties acknowledge that the inclusion of "Unknown Claims"in the definition
      of
      Settled Claims was separately bargained for and was a key element of this
      Agreement. The Parties acknowledge that they may hereafter discover facts which
      are different from or in addition to those that they may now know or believe
      to
      be true with respect to any and all claims, counterclaims, cross-claims,
      demands, rights, liabilities and causes of action herein released, whether
      based
      on federal, state, local, statutory or common law or any other law, rule or
      regulation, and agree that all Unknown Claims are nonetheless released and
      that
      this Agreement shall be and remain effective in all respects even if any such
      different or additional facts are subsequently discovered.

     

    2. Retained
      Put Units.

     

    2.1 Retained
      Units.
      CII
      shall retain 7,282,183 CC VIII Class A Preferred Units (the "Retained
      Units"). CII, as holder of the Retained Units, shall have the rights set forth
      in the CC VIII LLC Agreement. 

     

    2.2 Additional
      CC VIII Units.
      On the
      Effective Date, CC VIII shall issue an additional 49,365,952 Class B
      Units
      in CC VIII to CCV in consideration for prior contributions of cash and
      the
      Avalon and Cable USA cable systems. The issuance of such additional Class B
      Units shall be reflected in the CC VIII LLC Agreement.

     

    3. Transfer
      of Put Units to HoldCo.
      Upon
      the Effective Date, CII shall transfer to HoldCo 15,202,763 CC VIII
      Class A
      Preferred Units, free and clear of any claim, lien, charge,
      encumbrance
      or
      restriction.

     

    
      
        
        

      

      
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    4. CCHC,
      LLC.

     

    4.1 Formation
      of CCHC.
      Contemporaneously with the execution of this Agreement, HoldCo shall execute
      the
      Limited Liability Company Agreement of CCHC, LLC in the form annexed hereto
      as
      Exhibit A.

     

    4.2 Transfers
      to CCHC.
      Contemporaneously with the execution of this Agreement: (i) CII shall transfer
      to CCHC 1,788,997 CC VIII Class A Preferred Units, free and clear of
      any
      claim, lien, charge, encumbrance or restriction; (ii) in consideration for
      such
      CC VIII Class A Preferred Units, CCHC shall authorize and issue to CII
      the
      Subordinated Accreting Note in the form annexed hereto as Exhibit B; and (iii)
      HoldCo shall transfer all of its ownership interests in Holdings and all of
      its
      ownership interests in the CC VIII Class A Preferred Units transferred
      to
      it pursuant to paragraph 3
      to CCHC
      in exchange for 100% of the equity of CCHC. The documents effecting these
      assignments are annexed hereto as Exhibit C. 

     

    5. Tax
      Treatment.
      For all
      income tax purposes, the Parties shall treat the transfers of the CC VIII
      Class A Preferred Units pursuant to (i) paragraph 3
      as a
      transfer by CII of 15,202,763 CC VIII Class A Preferred Units with an
      agreed value of $409,600,000 in respect of CII’s interest in HoldCo in
      connection with the settlement of the CC VIII Put Dispute resulting
      in the
      recognition of $409,600,000 of ordinary income by HoldCo, and (ii) pursuant
      to
      paragraph 4.2
      as the
      sale of 1,788,997 CC VIII Class A Preferred Units by CII to HoldCo for
      $48,200,000 payable in the CCHC Subordinated Accreting Note.
      

     

    6. Exchange
      Agreement.
      Contemporaneously with the execution of this Agreement, HoldCo and CII shall
      execute and deliver the Exchange Agreement in the 

     

    
      
        
        

      

      
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      form
        annexed hereto as Exhibit D, in order to provide for the exchange of the
        CCHC
        Note in certain circumstances as provided therein. 

    

     

    7. Holdings
      LLC Agreement.
      Contemporaneously with the execution of this Agreement, certain of the Parties
      shall execute and deliver the Second Amended and Restated Limited Liability
      Company Agreement of Charter Communications Holdings, LLC in the form annexed
      hereto as Exhibit E.

     

    8. CC VIII
      LLC Agreement.
      Contemporaneously with the execution of this Agreement, certain of the Parties
      shall execute and deliver the CC VIII LLC Agreement in the form annexed
      hereto as Exhibit F.

     

    9. Governance
      Agreement.
      Contemporaneously with the execution of this Agreement, CCI, HoldCo and Mr.
      Allen shall execute and deliver the Governance Agreement in the form annexed
      hereto as Exhibit G.

     

    10. Representation
      by CII.
      CII
      hereby represents
      and warrants (a) that Mr. Allen acquired the CC VIII Class A Preferred
      Units on June 6, 2003, (b) that Mr. Allen transferred the CC VIII Class
      A
      Preferred Units to Vulcan Cable Investment Ltd. on June 6, 2003, (c) that Vulcan
      Cable Investment Ltd. merged with and into CII on December 31, 2003, and CII
      succeeded to all of the interests in and rights to the CC VIII Class
      A
      Preferred Units, (d) that immediately prior to the date hereof CII was the
      sole
      owner of the CC VIII Class A Preferred Units, and (e) that it has not
      transferred any interest in the CC VIII Class A Preferred Units prior
      to
      the date hereof.

     

    11. Mutual
      Releases by the Parties.

     

    11.1 Release
      by CCI.
      Subject
      to and conditioned upon the occurrence of the Effective Date, CCI, on behalf
      of
      itself and its Related Parties, fully and forever 

     

    
      
        
        

      

      
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      releases
        and discharges CII, Vulcan and Mr. Allen, and any and all of their Related
        Parties, of and from any and all of the Settled Claims; provided,
        however,
        that
        this release shall not release any Party from any agreements, covenants or
        provisions contained in this Agreement or the Transaction Documents and shall
        [* * *].

    

     

    11.2 Release
      by Mr. Allen.
      Subject
      to and conditioned upon the occurrence of the Effective Date, CII, Vulcan and
      Mr. Allen, on behalf of themselves and their Related Parties, fully and forever
      release and discharge CCI, and any and all of its Related Parties, of and from
      any and all of the Settled Claims; provided,
      however,
      that
      this release shall not release any Party from any agreements, covenants or
      provisions contained in this Agreement or the Transaction Documents and shall
      [* * *].

     

    12. [* * *]

     

    12.1 The
      Allen
      Parties [* * *] any [* * *] at the request of the
      Charter
      Parties as set forth in this paragraph 12.  The [* * *]
      and each
      of them hereby [* * [* * *], [* * *]
      related to
      any of the matters in subparagraphs 1.4 (i) through (iv), above.  


     

    12.2 The
      shall
      [* * *] or any of them in [* * *] related to any
      of the
      matters in subparagraphs 1.4 (i) through (iv), above by (a) executing
      [* * *] as requested [* * *] related to any of
      the matters
      in subparagraphs 1.4 (i) through (iv), above, so long as the [* * *]
      also [* * *]; (b) allowing [* * *], concerning
      any
      [* * *] related to any of the matters in subparagraphs 1.4 (i)
      through
      (iv), above; (c) [* * *] against any [* * *]; and
      (d) taking
      reasonable steps  [* * *] with respect to any [* * *]
      related to any of the matters in subparagraphs 1.4 (i) through (iv),
      above.  The [* * *] present and participate on their behalf
      in
      any activity in which participates hereunder, and the [* * *]
      for all
      [* * *] as a result of the [* * *] required
      herein.

     

    
      
        
        

      

      
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    12.3 Notwithstanding
      anything seemingly to the contrary above, (a) [* * *],
      [* * *] or implicitly as a result of any provision of this paragraph
      12, [* * *]; and (b) shall not [* * *], which would
      or could
      reasonably be expected to [* * *]; provided
      however,
      that
      if, [* * *] related to any of the matters in subparagraphs 1.4
      (i)
      through (iv), above, it becomes necessary for any [* * *]
      [* * *] by an [* * *] and [* * *]
      [* * *] and such [* * *] was related to any of
      the matters
      in subparagraphs 1.4 (i) through (iv), above, and rendered at or prior to the
      date on which both the [* * *] had been notified that
      [* * *], [* * *] to accomplish the [* * *]
      on
      terms that otherwise [* * *] to the maximum extent possible consistent
      with this paragraph 12. In connection with such a [* * *] pursuant
      to
      the terms hereof, [* * *] and [* * *] shall conclude
      that
      there is a [* * *] that the [* * *] will be limited
      to the
      [* * *].

     

    13. No
      Admissions.
      This
      Agreement is intended to settle and compromise disputed claims, and nothing
      contained herein shall be construed as an admission by any Party of any claim,
      liability or any of the matters alleged in connection with the CC VIII
      Put
      Dispute or otherwise, and neither the execution of this Agreement, nor any
      of
      its terms or provisions, nor any of the negotiations or proceedings connected
      with it, shall be argued, construed as or deemed in any judicial, non-judicial,
      administrative, arbitration or other proceeding or context, to be evidence
      of,
      or a presumption, concession, or admission by any Party of, the truth of any
      fact alleged or the validity of any claim that could have been or in the future
      might be asserted against any of them, or of any liability, fault, wrongdoing
      or
      otherwise by any of them. The Special Committee has exhaustively investigated
      the facts and circumstances relating to the CC VIII Put Dispute and
      has
      determined, after consultation with its counsel, that the terms of this
      Settlement 

     

    
      
        
        

      

      
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      Agreement
        are fair and reasonable to CCI and has authorized entry into this Agreement
        by
        CCI. 

    

     

    14. Public
      Statements. 

     

    14.1 No
      Party
      shall make a public statement specifically concerning the terms of this
      Agreement or the subject matter of the CC VIII Put Dispute before using
      reasonable efforts to provide prior notice of such disclosure, including the
      substance of such disclosure, to the other Parties and to provide the other
      Parties a reasonable opportunity to comment thereon; provided,
      however,
      that
      there shall be no obligation on the part of the disclosing Party to alter the
      proposed disclosure in response to such comment, and a Party may make a public
      statement without prior notice or opportunity for comment if (i) the public
      statement consists of information previously disclosed or already known to
      the
      public, or (ii) the disclosing Party is required to make the public statement
      pursuant to applicable law, regulation or court process and such Party has
      determined, in the exercise of its good faith judgment, that it would not be
      reasonably practicable under the circumstances to delay such public statement
      pending notice and opportunity for comment by the other Parties. This paragraph
      shall not apply to any oral or written statements in any testimony,
      presentations, arguments, filings, pleadings, briefs or other documents made
      or
      submitted in court or during a deposition, or exchanged among counsel, in the
      course of any litigation.

     

    14.2 Notice
      to
      the Charter Parties or to the Allen Parties shall be deemed made when provided
      pursuant to paragraph 25
      hereof.


     

    14.3 The
      Parties agree to cooperate in issuing a joint press release. 

     

    
      
        
        

      

      
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    15. Representation
      by Counsel. 

     

    15.1 Each
      of
      the Parties hereby represents, warrants, and acknowledges that (i) in
      investigating the facts and circumstances relating to the CC VIII Put
      Dispute, including engaging in non-binding mediation before Vice Chancellor
      Parsons of the Court of Chancery of the State of Delaware, and in entering
      into
      this Agreement, he or it was represented and advised by counsel; (ii) he or
      it
      has read the terms of this Agreement and has fully understood and voluntarily
      accepted those terms after consultation with counsel; (iii) he or it enters
      into
      this Agreement at arms’ length and voluntarily; and (iv) he or it is competent,
      and duly authorized, to execute this Agreement.

     

    15.2 Each
      Party hereby acknowledges that his or its counsel had the opportunity to review
      this Agreement before the Party signed the Agreement.

     

    15.3 No
      Party
      shall attempt to invoke, or be entitled to the benefits of, the rule of
      construction to the effect that ambiguities are to be resolved against the
      drafting Party in any interpretation of this Agreement.

     

    16. Governing
      Law.
      This
      Agreement and all disputes arising hereunder or related hereto, shall be
      governed by, construed and interpreted in accordance with the laws of the State
      of Delaware as applied to contracts made and to be performed entirely within
      the
      State of Delaware and without regard to its conflict of law
      principles.

     

    17. Survival
      of Representations and Warranties.
      The
      representations, warranties, promises, covenants and agreements contained in
      this Agreement shall survive the execution of this Agreement and the Exhibits
      hereto.

     

    
      
        
        

      

      
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    18. Headings.
      The
      headings in this Agreement are inserted for reference and identification
      purposes only and shall not affect the scope, extent, intent or interpretation
      of this Agreement or any provision hereof.

     

    19. Binding
      Effect.
      Except
      as otherwise provided in this Agreement, every covenant, term, and provision
      of
      this Agreement shall be binding upon and inure to the benefit of the Parties
      and
      their respective shareholders, corporate parents and subsidiaries, affiliates,
      members, partners, officers, directors, employees, successors, assigns,
      predecessors, heirs, survivors, executors and agents.

     

    20. No
      Waiver; Severability. 

     

    20.1 Any
      waiver by any Party of any provision of this Agreement or any right hereunder
      shall not be deemed a continuing waiver, and shall not prevent or estop such
      Party (or any other Party) from thereafter enforcing such provision or right
      or
      any other provision or right. The failure of any Party to insist in any one
      or
      more instances upon the strict performance of any of the terms or provisions
      of
      this Agreement by any other Party shall not be construed as a waiver or
      relinquishment for the future of any such term or provision or any other
      provision or right, but that term or provision shall continue in full force
      and
      effect. 

     

    20.2 If
      any
      provision of this Settlement Agreement is found to be illegal or unenforceable
      by a court of competent jurisdiction, the remaining provisions shall be
      unaffected thereby and shall remain in full force and effect to the fullest
      extent permitted by law. 

     

    
      
        
        

      

      
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    21. No
      Oral Modification.
      This
      Agreement may not be altered, amended, modified or otherwise changed in any
      respect except in a writing signed by each of the Parties hereto affected by
      such alteration, modification or amendment.

     

    22. Entire
      Agreement; No Third Party Beneficiaries.
      This
      Settlement Agreement, the Exhibits hereto and the Transaction Documents contain
      the entire agreement among the Parties and constitute the complete, final and
      exclusive embodiment of their agreement with respect to the subject matter
      hereof, and supersede all prior agreements among them with respect to such
      subject matter, whether written or oral, which are hereby rescinded. This
      Agreement is executed without reliance upon any promise, warranty or
      representation by any Party or any representative of any Party other than those
      expressly provided or contained herein and in the Exhibits hereto, and each
      Party expressly disclaims any such reliance or the existence of any other such
      warranty or representation. This Agreement, the Exhibits hereto and the
      Transaction Documents are not intended to confer upon any person or entity
      other
      than the Parties and their Related Parties any rights or remedies
      hereunder.

     

    23. Authority.
      Each
      Party represents and warrants that it has full power and authority to enter
      into
      this Agreement and to perform its obligations hereunder and has not assigned,
      transferred or encumbered, or purported to assign, transfer or encumber,
      voluntarily or involuntarily, to any person or entity which is not a party
      to
      this Agreement, all or any portion of the claims, obligations or rights covered
      by this Agreement. Where the Party is a corporate Party, it warrants and
      represents that the person signing on its behalf is duly authorized to sign
      on
      behalf of the corporation or 

     

    
      
        
        

      

      
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      company.
        Entry into this Agreement by CCI has been authorized by the Special Committee
        after consultation with its counsel.

    

     

    24. Further
      Assurances.
      Each
      Party agrees to take such other and further actions and to execute such other
      documentation as may be required to carry out the intent and purposes of this
      Agreement.

     

    25. Notices.
      Any
      notice required or permitted hereunder shall be given in writing by hand
      delivery or by facsimile (with hard copy to follow by courier or certified
      mail,
      postage prepaid, return receipt requested), addressed to each of the other
      Parties as follows (or at such other address as a Party may designate by advance
      written notice to each of the other Parties hereto):

     

    IF
      TO
      CCI, HOLDCO,       Charter
      Communications Inc. 

    CCHC,
      CC VIII or CC V:     12405
      Powerscourt Drive

    St.
      Louis, MO 63131

    Attention:
      General Counsel

    Telephone:
      (314) 543-2308

    Facsimile:
      (314) 965-8793

    


    


    IF
      TO
      CCI, HOLDCO, CCHC, CC VIII OR CC V, A COPY, WHICH SHALL NOT CONSTITUTE
      SERVICE, SHALL BE PROVIDED TO:

    


    Mr.
      Dennis Friedman

    Gibson,
      Dunn & Crutcher LLP

    200
      Park
      Avenue

    New
      York,
      New York 10166

    Telephone:
      (212) 351-3900

    Facsimile:
      (212) 351-6201

    


    


    
      
        
        

      

      
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    IF
      TO THE
      SPECIAL   Special
      Committee of the Board of 

    COMMITTEE:     Directors
      of Charter Communications, Inc.

    c/o
      David
      E. Mills, Esq.

    Dow,
      Lohnes & Albertson, PLLC

    1200
      New
      Hampshire Avenue, NW

    Suite
      800

    Washington,
      D.C. 20036-6802

    Telephone:
      202.776.2000

    Facsimile:
      202.776.2222

    


    IF
      TO
      CII:        Charter
      Investment, Inc.

    c/o
      Vulcan Inc.

    505
      Fifth
      Avenue S, Suite 900

    Seattle,
      WA 98104

    Attn:
      Gregory P. Landis, Executive Vice President and General Counsel

    Telephone:
      206.342.2347

    Facsimile:
      206.342.3347

    


    IF
      TO MR.
      ALLEN:      Mr.
      Paul
      G. Allen

    c/o
      Vulcan Inc.

    505
      Fifth
      Avenue S, Suite 900

    Seattle,
      WA 98104

    Attn:
      Gregory P. Landis, Executive Vice President and General Counsel

    Telephone:
      206.342.2347

    Facsimile:
      206.342.3347

    


    


    IF
      TO CII
      OR MR. ALLEN, A COPY, WHICH SHALL NOT CONSTITUTE SERVICE, SHALL BE PROVIDED
      TO:

    


    Allen
      D.
      Israel, Esq.

    Foster
      Pepper & Shefelman PLLC

    1111
      Third Avenue

    34th
      Floor

    Seattle,
      WA 98101

    Telephone:
      206.447.8911

    Facsimile:
      206.749.1957

    


    -
      and -


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Robert
      E.
      Zimet, Esq.

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    Four
      Times Square

    New
      York,
      NY 10036

    Telephone:
      212.735.2520

    Facsimile:
      917.777.2520

    


    -
      and -


    


    Nicholas
      P. Saggese

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    300
      South
      Grand Avenue

    Suite
      3400

    Los
      Angeles, CA 90071

    Telephone:
      213.687.5550

    Facsimile:
      213.687.5600    

    


    26. Remedies.
      The
      rights and remedies of the Parties shall not be mutually exclusive, and the
      exercise of one or more of the provisions hereof shall not preclude the exercise
      of any other provisions hereof. Each of the Parties confirms that compensatory
      damages may be an inadequate remedy for a breach or threatened breach of any
      provision hereof. The respective rights and obligations hereunder shall be
      enforceable by specific performance, injunction, or other equitable remedy,
      but
      nothing herein contained is intended to, or shall limit or affect any rights
      at
      law or by statute or otherwise of any Party aggrieved as against the other
      Parties for a breach or threatened breach of any provision hereof, it being
      the
      intention of this paragraph to make clear the agreement of the Parties that
      the
      respective rights and obligations of the Parties hereunder may be enforceable
      in
      equity as well as at law or otherwise.

     

    27. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together constitute one and the same
      instrument. No party shall be bound hereby unless and until 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

      this
        Agreement has been executed and delivered by all other Parties. Facsimile
        signatures shall be deemed original signatures for all
        purposes.

    

     

    IN
      WITNESS HEREOF, the Parties have fully executed and delivered this Agreement,
      as
      of the date first written above.

    


    SPECIAL
      COMMITTEE OF THE BOARD OF DIRECTORS OF CHARTER COMMUNICATIONS, INC.

    


    Acting
      for Charter Communications, Inc. as authorized by resolution of the Board of
      Directors

    


    By:_________________________

    David
      C.
      Merritt

    in
      his
      capacity as a Member

    of
      the
      Special Committee

    


    By:_________________________

    John
      H.
      Tory

    in
      his
      capacity as a Member

    of
      the
      Special Committee

    


    By:_________________________

    Larry
      W.
      Wangberg

    in
      his
      capacity as a Member

    of
      the
      Special Committee

    


    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    CHARTER
      COMMUNICATIONS, INC.

    


    By: _____________________

    Name: _____________________

    Title: _____________________

    


    


    CHARTER
      COMMUNICATIONS HOLDING COMPANY, LLC 

    


    By: _____________________

    Name: _____________________

    Title: _____________________

    


    


    CCHC,
      LLC


    


    By: _____________________

    Name: _____________________

    Title: _____________________

    


    


    CC VIII,
      LLC 

    


    By: _____________________

    Name: _____________________

    Title: _____________________

    


    


    CC V,
      LLC 

    


    By: _____________________

    Name: _____________________

    Title: _____________________ 

    


    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    CHARTER
      INVESTMENT, INC.

    


    By: _____________________

    Name: _____________________

    Title: _____________________

    


    


    VULCAN
      CABLE III, INC.

    


    By: _____________________

    Name: _____________________

    Title: _____________________

    


    


    PAUL
      G.
      ALLEN

    


    ___________________________

     

     

    
      
        20