Exhibit 10.18


    Exhibit
      10.18

    
 

    EXCHANGE
      AGREEMENT

    


    BETWEEN

    


    CHARTER
      COMMUNICATIONS HOLDING COMPANY, LLC

    


    AND

    


    CHARTER
      INVESTMENT, INC.

     

    AND

     

    MR.
      PAUL G. ALLEN

    


    DATED
      AS OF OCTOBER 31, 2005

    


    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

     

    
      	 	
              Page 
                

            
	 	 
	 I.	  EXCHANGE
              RIGHTS	
               1

            
	 	 1.1	 CII
              Exchange Rights.	
               1

            
	 	 1.2	 HoldCo
              Exchange Rights.	
               1

            
	 	 1.3	 Exchange
              Rate; Exchange Price; Adjustments.	
              2

            
	 	 1.4	 Provision
              in Case of Consolidation, Merger or Sale of Assets.	
               12

            
	 	 1.5	 Notice
              of Adjustment of Exchange Price.	
               13

            
	 	 1.6	 Exercise
              of the Exchange Right.	
               13

            
	 	 1.7	 Tax
              Treatment of Exchange of the Note for HoldCo Units.	
               14

            
	 II.  	 REPRESENTATIONS
              AND WARRANTIES OF CII.	
               14

            
	 	 2.1	 Power,
              Authority and Enforceability.	
               14

            
	 III.	 REPRESENTATIONS
              AND WARRANTIES OF HOLDCO.	
               14

            
	 	 3.1	 Power,
              Authority and Enforceability.	
               14

            
	 	 3.2	 Compliance
              with Other Instruments.	
               14

            
	 IV.  	 COVENANTS.	
               15

            
	 	 4.1	 Transfer
              or Assignment of Exchange Rights.	
               15

            
	 V.	 MISCELLANEOUS.	
               15

            
	 	 5.1	 Successors
              and Assigns.	
               15

            
	 	 5.2	 Governing
              Law.	
               15

            
	 	 5.3	 Counterparts.	
               16

            
	 	 5.4	 Titles
              and Subtitles.	
               16

            
	 	 5.5	 Notices.	
               16

            
	 	 5.6	 Amendments
              and Waivers.	
               17

            
	 	 5.7	 Severability.	
               17

            
	 	 5.8	 Entire
              Agreement.	
               17

            


    

    
    

     

     

    
       

       

    

    
      
        -i-

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    
TABLE
      OF CONTENTS

    (continued)

     

    EXHIBITS

    


    Exhibit
      A   HoldCo
      Limited Liability Company Agreement

    Exhibit B    Exchange
      Notice 

    


    


    


    
      
        -ii-

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



    EXCHANGE
      AGREEMENT

     

    This
      EXCHANGE AGREEMENT (this "Agreement")
      is made
      as of the 31st day of October, 2005 by and among Charter
      Investment, Inc., a Delaware corporation ("CII"),
      and
      Charter Communications Holding Company, LLC, a Delaware limited liability
      company ("HoldCo"),
      and
      solely for purposes of Article IV, Paul G. Allen ("Mr.
      Allen").

     

    W
      I T
      N E S S E T H

     

    WHEREAS,
      concurrently with the execution and delivery of this Agreement, CII, HoldCo
      and
      certain other parties are entering into a Settlement Agreement (the
      "Settlement
      Agreement"),
      providing for, among other things, the formation of CCHC, LLC, a Delaware
      limited liability company ("CCHC");

     

    WHEREAS,
      in connection with the Settlement Agreement, CCHC has authorized and issued
      a
      subordinated promissory note (the "CCHC
      Note"),
      to
      CII in exchange for certain of CII's Class A Preferred Units of CC VIII, LLC
      upon the terms and conditions set forth in the Settlement Agreement;
      and

     

    WHEREAS,
      each of CII and HoldCo desire to enter into this Agreement in conjunction with
      the Settlement Agreement in order to provide for the exchange of the CCHC Note
      in certain circumstances as provided herein.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and the terms and
      conditions set forth herein, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, CII and HoldCo (each
      a
      "Party"
      and,
      collectively, the "Parties"),
      intending to be legally bound, hereby agree as follows:

     

    I. EXCHANGE
      RIGHTS.

     

    1.1    CII
      Exchange Rights.

     

    Subject
      to the terms and conditions of this Agreement, CII shall have the right at
      any
      time to exchange the CCHC Note for HoldCo Units at the Exchange Rate (as defined
      herein). Such HoldCo Units shall be exchangeable into shares of stock of Charter
      Communications, Inc., a Delaware corporation ("CCI"),
      in
      accordance with the terms of the Exchange Agreement dated as of November 12,
      1999 by and among CCI, CII, Vulcan Cable III, Inc., and Mr. Allen (the "Allen
      Exchange Agreement"). 

     

    1.2    HoldCo
      Exchange Rights.

     

    (a) Commencing
      on March 1, 2009, if the CCI Common Stock Price (as defined herein) for at
      least
      20 consecutive Trading Days (as defined herein) within any period of 30
      consecutive Trading Days is at or above the Exchange Price, HoldCo shall for
      30
      days following the end of any such 30 consecutive Trading Day period, have
      the
      right at any time to cause CII to exchange the CCHC Note for HoldCo Units at
      the
      Exchange Rate. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) "Trading
      Day"
      means a
      day during which trading in securities generally occurs on the principal U.S.
      national or regional securities exchange on which CCI Common stock is then
      listed or, if CCI Common Stock is not then listed on a national or regional
      securities exchange, on the Nasdaq National Market or, if CCI Common Stock
      is
      not then quoted on Nasdaq National Market, on the principal other market on
      which CCI Common Stock is then traded. 

     

    (c) "CCI
      Common Stock"
      means
      the Class A Common Stock, par value $0.001, of CCI.

     

    (d) "CCI
      Common Stock Price"
      on any
      date means the closing sale price per share (or if no closing sale price is
      reported, the average of the bid and asked prices or, if more than one in either
      case, the average of the average bid and the average asked prices) on that
      date
      as reported in transactions for the principal U.S. securities exchange on which
      CCI Common Stock is traded or, if CCI Common Stock is not listed on a U.S.
      national or regional securities exchange, as reported by the Nasdaq National
      Market. The CCI Common Stock Price will be determined without reference to
      after-hours or extended market trading.

     

    
      	 	
              (i)

            	
              If
                CCI Common Stock is not listed for trading on a U.S. national or
                regional
                securities exchange and not reported by the Nasdaq National Market
                on the
                relevant date, the "CCI
                Common Stock Price"
                will be the last quoted bid price for CCI Common Stock on the Nasdaq
                Small
                Cap Market or in the over-the-counter market on the relevant date
                as
                reported by Pink Sheets LLC or any similar organization (the "Closing
                Bid Price").
                

            


    

    
      	 	
              (ii)

            	
              If
                CCI Common Stock is not so quoted, the "CCI Common Stock Price" will
                be
                the average of the mid-point of the last bid and asked prices for
                CCI
                Common Stock on the relevant date from each of at least three nationally
                recognized independent investment banking firms selected by HoldCo
                for
                this purpose. 

            


    

     

    1.3    Exchange
      Rate; Exchange Price; Adjustments.

     

    (a) As
      of any
      date, the rate of exchange of the CCHC Note for HoldCo Units (the "Exchange
      Rate")
      shall
      be: (i) the Accreted Value (as defined in the CCHC Note) of the CCHC Note on
      such date divided
      by (ii)
      the exchange price on such date (the "Exchange
      Price").
      The
      Exchange Price shall initially be $2.00 until adjusted in accordance with this
      Section 1.3. The Exchange Rate shall be subject to adjustment from time to
      time
      pursuant to this Section 1.3.

     

    (b) In
      case
      CCI shall pay or make a dividend or other distribution in shares of Common
      Stock, subdivide outstanding shares of Common Stock into a greater number of
      shares of Common Stock or combine the outstanding shares of Common Stock into
      a
      lesser number of shares of Common Stock, the Exchange Price in effect at the
      opening of business on the day following the Record Date fixed for the
      determination of shareholders entitled to receive such dividend or other
      distribution, or the Record Date for such subdivision or combination, as the
      case may be, shall be adjusted based on the following formula:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    For
      purposes of further clarification, the formula set forth below expresses the
      adjustments to the Exchange Price:

     

    
      	
              EP(1)=
                EP(0) x    

            	
              OS(0)

            
	
              OS(1)

            


    

    


     

    Where:

    


    EP(0)
      =
      the Exchange Price in effect at the close of business on the Record
      Date

    


    EP(1)
      =
      the Exchange Price in effect immediately after the Record Date

    


    OS(0)
      =
      the number of shares of Common Stock outstanding at the close of business on
      the
      Record Date

    


    OS(1)
      =
      the number of shares of Common Stock that would be outstanding immediately
      after
      such event

    


    If,
      after
      any such Record Date, any dividend or distribution is not in fact paid or the
      outstanding shares of Common Stock are not subdivided or combined, as the case
      may be, the Exchange Price shall be immediately readjusted, effective as of
      the
      date the Board of Directors determines not to pay such dividend or distribution,
      or subdivide or combine the outstanding shares of Common Stock, as the case
      may
      be, to the Exchange Price that would have been in effect if such Record Date
      had
      not been fixed.

    


    (c) In
      case
      CCI shall issue rights or warrants to all holders of its Common Stock entitling
      them to subscribe for or purchase shares of Common Stock for a period expiring
      45 days or less from the date of issuance of such rights or warrants at a price
      per share less than (or having a conversion price per share less than) the
      Current Market Price of the Common Stock, the Exchange Price in effect at the
      opening of business on the day following the Record Date shall be adjusted
      based
      on the following formula:

     

    
      	
              EP(1)
                = EP(0) x   

            	
              OS(0)
                + Y

            
	
              OS(0)
                + X

            


    

    


    


    Where:

    


    EP(0)
      =
      the Exchange Price in effect at the close of business on the Record
      Date

    


    EP(1)
      =
      the Exchange Price in effect immediately after the Record Date

    


    OS(0)
      =
      the number of shares of Common Stock outstanding at the close of business on
      the
      Record Date

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    X=
      the
      total number of shares of Common Stock issuable pursuant to such
      rights

    


    Y
      = the
      number of shares of Common Stock equal to the aggregate price payable to
      exercise such rights divided by the average of the Sale Prices of the Common
      Stock for the ten consecutive Trading Days prior to the Business Day immediately
      preceding the announcement of the issuance of such rights

    


    If,
      after
      any such Record Date, any such rights or warrants are not in fact issued, or
      are
      not exercised prior to the expiration thereof, the Exchange Price shall be
      immediately readjusted, effective as of the date such rights or warrants expire,
      or the date the Board of Directors determines not to issue such rights or
      warrants, to the Exchange Price that would have been in effect if the
      unexercised rights or warrants had never been granted or such Record Date had
      not been fixed, as the case may be.

    


    (d) In
      case
      CCI shall pay a dividend or distribution consisting exclusively of cash to
      all
      holders of its Common Stock, the Exchange Price in effect at the opening of
      business on the day following the Record Date for such dividend or distribution
      shall be adjusted based on the following formula:

     

    
      	
              EP(1)
                = EP(0) x   

            	
              SP(0)
                - C

            
	
              SP(0)

            


    

    


    


    Where:

    


    EP(0)
      =
      the Exchange Price in effect at the close of business on the Record
      Date

    


    EP(1)
      =
      the Exchange Price in effect immediately after the Record Date

    


    SP0=
      the
      Current Market Price

    


    C=
      the
      amount in cash per share distributed by CCI to holders of Common
      Stock

    


    In
      the
      event that C is greater than or equal to SP0, in lieu of the adjustment
      contemplated, CII will be entitled to participate ratably in the cash
      distribution from HoldCo to CCI as though the CCHC Note had been exchanged
      for
      HoldCo Units on the applicable date of calculation for the amounts to be
      received by holders of Common Stock. If after any such Record Date, any such
      dividend or distribution is not in fact made, the Exchange Price shall be
      immediately readjusted, effective as of the date of the Board of Directors
      determines not to make such dividend or distribution, to the Exchange Price
      that
      would have been in effect if such Record Date had not been fixed.

    


    (e) In
      case
      CCI shall, by dividend or otherwise, distribute to all holders of its Common
      Stock shares of its capital stock (other than Common Stock) or evidences of
      its
      indebtedness or assets (including cash or securities, but excluding (i) any
      rights or warrants referred to in Section 1.3(c), (ii) any dividend or
      distribution paid exclusively in cash, (iii) any dividend or distribution
      referred to in Section 1.3(b) or 1.3(f), and (iv) mergers or consolidations
      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

      to
        which
        Section 1.4 applies), the Exchange Price in effect at the opening of business
        on
        the day following the Record Date for such dividend or distribution shall
        be
        adjusted based on the following formula:

    

     

    
      	
              EP(1)
                = EP(0) x   

            	
              SP(0)
                - FMV

            
	
              SP(0)

            


    

    


    


    Where:

    


    EP(0)
      =
      the Exchange Price in effect at the close of business on the Record
      Date

    


    EP(1)
      =
      the Exchange Price in effect immediately after the Record Date

    


    SP0=
      the
      Current Market Price

    


    FMV=the
      fair market value (as determined by the Board of Directors) of the shares of
      capital stock, evidences of indebtedness, assets or property distributed with
      respect to each outstanding share of Common Stock on the Record Date for such
      distribution

    


    In
      the
      event that FMV is greater than or equal to SP0, in lieu of the adjustment
      contemplated, CII will be entitled to participate ratably in the relevant
      distribution from HoldCo to CCI as though the CCHC Note had been exchanged
      for
      HoldCo Units on the applicable date of calculation for the amounts to be
      received by holders of Common Stock. If after any such Record Date, any such
      dividend or distribution is not in fact made, the Exchange Price shall be
immediately
      readjusted, effective as of the date of the Board of Directors determines not
      to
      make such dividend or distribution, to the Exchange Price that would have been
      in effect if such Record Date had not been fixed.

    


    


    Rights
      or
      warrants distributed by CCI to all holders of Common Stock entitling the holders
      thereof to subscribe for or purchase shares of the CCI's Capital Stock (either
      initially or under certain circumstances), which rights or warrants, until
      the
      occurrence of a specified event or events ("Trigger Event"):

    


    (i)
       are
      deemed to be transferred with such shares of Common Stock,

    


    (ii)
       are
      not
      exercisable, and

    


    (iii)
       are
      also
      issued in respect of future issuances of Common Stock

    


    shall
      be
      deemed not to have been distributed for purposes of this Section 1.3 (e) (and
      no
      adjustment to the Exchange Price under this Section 1.3(e) will be required)
      until the occurrence of the earliest Trigger Event. If such right or warrant
      is
      subject to subsequent events, upon the occurrence of which such right or warrant
      shall become exercisable to purchase different securities, evidences of
      indebtedness or other assets or entitle the holder to purchase a different
      number or amount of the foregoing or to purchase any of the foregoing at a
      different purchase 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    price,
      then the occurrence of each such event shall be deemed to be the date of
      issuance and Record Date with respect to a new right or warrant (and a
      termination or expiration of the existing right or warrant without exercise
      by
      the holder thereof). In addition, in the event of any distribution
      (or deemed distribution) of rights or warrants, or any Trigger Event or other
      event (of the type described in the preceding sentence) with respect thereto,
      that resulted in an adjustment to the Exchange Price under this Section
      1.3(e):

    


    (1)
       in
      the
      case of any such rights or warrants that shall all have been redeemed or
      repurchased without exercise by any holders thereof, the Exchange Price shall
      be
      readjusted upon such final redemption or repurchase to give effect to such
      distribution or Trigger Event, as the case may be, as though it were a cash
      distribution, equal to the per share redemption or repurchase price received
      by
      a holder of Common Stock with respect to such rights or warrant (assuming such
      holder had retained such rights or warrants), made to all holders of Common
      Stock as of the date of such redemption or repurchase, and

    


    (2)
       in
      the
      case of such rights or warrants all of which shall have expired or been
      terminated without exercise, the Exchange Price shall be readjusted as if such
      rights and warrants had never been issued.

    


    For
      purposes of this Section 1.3(e) and Section 1.3(b) and 1.3(c), any dividend
      or
      distribution to which this Section 1.3(e) applies that also includes shares
      of
      Common Stock or a subdivision or combination of Common Stock to which Section
      1.3(b) applies, or rights or warrants to subscribe for or purchase shares of
      Common Stock to which Section 1.3(c) applies (or any combination thereof),
      shall
      be deemed instead to be:

    


    
      	
              (1)
                

            	
              a
                dividend or distribution of the evidences of indebtedness, assets,
                shares
                of capital stock, rights or warrants other than such shares of Common
                Stock, such subdivision or combination or such rights or warrants
                to which
                Section 1.3(b) and 1.3(c) apply, respectively (and any Exchange Price
                decrease required by this 1.3(e) with respect to such dividend or
                distribution shall then be made), immediately followed by
                

            


    

    


    
      	
              (2)
                

            	
              a
                dividend or distribution of such shares of Common Stock, such subdivision
                or combination or such rights or warrants (and any further Exchange
                Price
                decrease required by Section 1.3(b) and 1.3(c) with respect to such
                dividend or distribution shall then be made), except that any shares
                of
                Common Stock included in such dividend or distribution shall not
                be deemed
                "outstanding at the close of business on the Record Date" within
                the
                meaning of Section 1.3(b) and any reduction or increase in the number
                of
                shares of Common Stock resulting from such subdivision or combination
                shall be disregarded in connection with such dividend or
                distribution.

            


    

    


    (f) In
      case
      CCI shall, by dividend or otherwise, distribute to all holders of its Common
      Stock shares of Capital Stock of, or similar equity interests in, a Subsidiary
      or other business unit of CCI, the Exchange Price shall be adjusted based on
      the
      following formula: 

     

    
      	
              EP(1)
                = EP(0) x   

            	
              MP(0)

            
	
              FMV(0)
                + MP(0)

            


    

    


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Where:

    


    EP(0)
      =
      the Exchange Price in effect at the close of business on the Record
      Date

    


    EP(1)
      =
      the Exchange Price in effect immediately after the Record Date

    


    FMV(0)
      =
      the average of the Sale Prices of the Capital Stock or similar equity interest
      distributed to holders of Common Stock applicable to one share of Common Stock
      over the 10 Trading Days commencing on and including the fifth Trading Day
      after
      the date on which "ex-distribution trading" commences for such dividend or
      distribution on the Nasdaq National Market or such other national or regional
      exchange or market on which the Common Stock is then listed or
      quoted

    


    MP(0)
      =
      the average of the Sale Prices of the Common Stock over the 10 Trading Days
      commencing on and including the fifth Trading Day after the date on which
      "ex-distribution trading" commences for such dividend or distribution on the
      Nasdaq National Market or such other national or regional exchange or market
      on
      which the Common Stock is then listed or quoted

    


    If
      after
      any such Record Date, any such distribution is not in fact made, the Exchange
      Price shall be immediately readjusted, effective as of the date the Board of
      Directors determines not to make such distribution, to the Exchange Price that
      would have been in effect if such Record Date had not been fixed.

    


    (g) In
      case
      CCI or any Subsidiary of CCI purchases all or any portion of the Common Stock
      pursuant to a tender offer or exchange offer by CCI or any Subsidiary of CCI
      for
      the Common Stock and the cash and value of any other consideration included
      in
      the payment per share of the Common Stock exceeds the Current Market Price
      per
      share on the Trading Day next succeeding the last date on which tenders or
      exchanges may be made pursuant to such tender or exchange offer (the "Expiration
      Date"), the Exchange Price shall be will be adjusted based on the following
      formula: 

     

    
      	
              EP(1)
                = EP(0) x   

            	
              OS(0)
                X SP(1)

            
	
              FMV
                + (SP(1) X OS(1))

            


    

    


    


    Where:

    


    EP(0)=
      the Exchange Price in effect on the Expiration Date

    


    EP(1)=
      the Exchange Price in effect immediately after the Expiration Date

    


    FMV=the
      fair market value (as determined by the Board of Directors) of the aggregate
      value of all cash and any other consideration paid or payable for shares of
      Common Stock validly tendered or exchanged and not withdrawn as of the
      Expiration Date (the "Purchased Shares")

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    OS(1)
      =
      the number of shares of Common Stock outstanding immediately after the
      Expiration Date less any Purchased Shares

    


    OS(0)
      =
      the number of shares of Common Stock outstanding immediately after the
      Expiration Date, including any Purchased Shares

    


    SP(1)
      =
      the Sale Price of the Common Stock on the Trading Day next succeeding the
      Expiration Date

    


    Such
      decrease (if any) shall become effective immediately prior to the opening of
      business on the day following the Expiration Date. In the event that CCI is
      obligated to purchase shares pursuant to any such tender offer, but CCI is
      permanently prevented by applicable law from effecting any such purchases or
      all
      such purchases are rescinded, the Exchange Price shall again be adjusted to
      be
      the Exchange Price that would then be in effect if such tender or exchange
      offer
      had not been made. If the application of this Section 1.3(g) to any tender
      or
      exchange offer would result in an increase in the Exchange Price, no adjustment
      shall be made for such tender or exchange offer under this Section
      1.3(g).

    


    (h) In
      case
      of a tender or exchange offer made by a Person other than CCI or any Subsidiary
      for an amount that increases the offeror's ownership of Common Stock to more
      than twenty-five percent (25%) of the Common Stock outstanding and shall involve
      the payment by such Person of consideration per share of Common Stock having
      a
      fair market value (as determined by the Board of Directors, whose determination
      shall be conclusive, and described in a resolution of the Board of Directors)
      that as of the last date (the "Offer Expiration Date") tenders or exchanges
      may
      be made pursuant to such tender or exchange offer (as it shall have been
      amended) exceeds the Sale Price per share of the Common Stock on the Trading
      Day
      next succeeding the Offer Expiration Date, and in which, as of the Offer
      Expiration Date the Board of Directors is not recommending rejection of the
      offer, the Exchange Price shall be adjusted based on the following formula:
      

     

    
      	
              EP(1)
                = EP(0) x   

            	
              OS(0)
                X SP(1)

            
	
              FMV
                + (SP(1) X OS(1))

            


    

    


    


    Where:

    


    EP(0)=
      the Exchange Price in effect on the Offer Expiration Date

    


    EP(1)=
      the Exchange Price in effect immediately after the Offer Expiration
      Date

    


    FMV=
      the
      fair market value (as determined by the Board of Directors) of the aggregate
      consideration payable to holders of Common Stock based on the acceptance (up
      to
      any maximum specified in the terms of the tender or exchange offer) of all
      shares validly tendered or exchanged and not withdrawn as of the Offer
      Expiration Date (the shares deemed so accepted, up to any such maximum, being
      referred to as the "Accepted Purchased Shares")

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    OS(1)
      =
      the number of shares of Common Stock outstanding immediately after the Offer
      Expiration Date less any Accepted Purchased Shares

    


    OS(0)
      =
      the number of shares of Common Stock outstanding immediately after the Offer
      Expiration Date, including any Accepted Purchased Shares

    


    SP(1)
      =
      the Sale Price of the Common Stock on the Trading Day next succeeding the Offer
      Expiration Date

    


    Such
      adjustment shall become effective immediately prior to the opening of business
      on the day following the Offer Expiration Date. In the event that such Person
      is
      obligated to purchase shares pursuant to any such tender or exchange offer,
      but
      such Person is permanently prevented by applicable law from effecting any such
      purchases or all such purchases are rescinded, the Exchange Price shall again
      be
      adjusted to be the Exchange Price that would then be in effect if such tender
      or
      exchange offer had not been made. Notwithstanding the foregoing, the adjustment
      described in this Section 1.3(h) shall not be made if, as of the Offer
      Expiration Date, the offering documents with respect to such offer disclose
      a
      plan or intention to cause CCI to engage in any

    transaction
      described in Section 1.4.

    


    (i) For
      purposes of this Section 1.3:

     

    
      	 	
              (i)

            	
              "Board
                of Directors" means the Board of Directors of CCI or any authorized
                committee of the Board of Directors of
                CCI.

            


    

    
      	 	
              (ii)

            	
              "Business
                Day" means any day other than a Legal Holiday.


            


    

    
      	 	
              (iii)

            	
              "Capital
                Stock" means: 

            


    

     

    (a) in
      the
      case of a corporation, corporate stock;

     

    (b) in
      the
      case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock;

     

    (c)
      in
      the case of a partnership or limited liability company, partnership or
      membership interests (whether general or limited); and

     

    (d)
      any
      other interest (other than any debt obligation) or participation that confers
      on
      a Person the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.

     

    
      	 	
              (iv)

            	
              "Common
                Stock" means the Class A Common Stock, par value $.001 per share,
                of CCI
                authorized at the date of this instrument as originally executed.
                

            


    

    
      	 	
              (v)

            	
              "Current
                Market Price" of the Common Stock on any day means the average of
                the Sale
                Price of the Common Stock for each of the 10 consecutive Trading
                Days
                ending on the earlier of the day in


            


    

    
       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        
          	 	 	question and the day before the "ex-date" with
                  respect to
                  the issuance or distribution requiring such computation.
                  


        

        
          	 	 	 


        

        
          	 	 	
                  For
                    purposes of this paragraph, the term "ex" date, when
                    used:

                


        

      

    

     

    (A)
      with
      respect to any issuance or distribution, means the first date on which the
      shares of the Common Stock trade on the applicable exchange or in the applicable
      market, regular way, without the right to receive such issuance or
      distribution;

     

    (B)
      with
      respect to any subdivision or combination of shares of Common Stock, means
      the
      first date on which the Common Stock trades regular way on such exchange or
      in
      such market after the time at which such subdivision or combination becomes
      effective, and

     

    
      	 	 	
              (C)
                with respect to any tender or exchange offer, means the first date
                on
                which the Common Stock trades regular way on such exchange or in
                such
                market after the Expiration Date or Offer Expiration Date of such
                offer.
                

            


    

     

    Notwithstanding
      the foregoing, whenever successive adjustments to the Exchange Price are called
      for pursuant to this Section 1.3, such adjustments shall be made to the Current
      Market Price as may be necessary or appropriate to effectuate the intent of
      this
      Section 1.3 and to avoid unjust or inequitable results as determined in good
      faith by the Board of Directors. 

     

    
      	 	
              (vi)

            	
              "Fair
                Market Value" shall mean the amount that a willing buyer would pay
                a
                willing seller in an arm's length
                transaction.

            


    

    
      
        	 	 	 


      

      
        	 	
                (vii)

              	
                "Legal
                  Holiday" means a Saturday, a Sunday or a day on which banking institutions
                  in The City of New York are authorized by law, regulation or executive
                  order to remain closed.

              


      

      
        	 	 	 


      

    

    
      	 	
              (viii)

            	
              "Person"
                means any individual, corporation, partnership, joint venture,
                association, Limited Liability Company, joint stock company, trust,
                unincorporated organization, government or agency or political subdivision
                thereof or any other entity.

            


    

    
      
        	 	 	 


      

      
        	 	
                (ix)

              	
                "Record
                  Date" shall mean, with respect to any dividend, distribution or
                  other
                  transaction or event in which the holders of Common Stock have
                  the right
                  to receive any cash, securities or other property or in which the
                  Common
                  Stock (or other applicable security) is exchanged for or converted
                  into
                  any combination of cash, securities or other property, the date
                  fixed for
                  determination of stockholders entitled to receive such cash, securities
                  or
                  other 

              


      

    

    
       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 	 	property (whether such date is fixed by the
                  Board of
                  Directors or by statute, contract or otherwise).



        

        
          	 	 	 


        

      

      
        	 	
                (x)

              	
                "Sale
                  Price" of Common Stock or any other security on any date means
                  the closing
                  sale price per share (or if no closing sale price is reported,
                  the average
                  of the bid and asked prices or, if more than one in either case,
                  the
                  average of the average bid and the average asked prices) on that
                  date as
                  reported in transactions for the principal U.S. securities exchange
                  on
                  which the Common Stock or such other security is traded, or if
                  the Common
                  Stock or such other security is not listed on a U.S. national or
                  regional
                  securities exchange, as reported by the Nasdaq National Market.
                  The Sale
                  Price will be determined without reference to after-hours or extended
                  market trading. If the Common Stock or such other security is not
                  listed
                  for trading on a U.S. national or regional securities exchange
                  and not
                  reported by the Nasdaq National Market on the relevant date, the
                  Sale
                  Price will be the last quoted bid price for the Common Stock or
                  such other
                  security in the Nasdaq Small Cap Market or in the over-the-counter
                  market
                  on the relevant date as reported by Pink Sheets LLC or any similar
                  organization. If the Common Stock or such other security is not
                  so quoted,
                  the Sale Price will be the average of the mid-point of the last
                  bid and
                  asked prices for the Common Stock or such other security on the
                  relevant
                  date from each of at least three nationally recognized independent
                  investment banking firms selected by CCI for this
                  purpose.

              


      

    

    
      
        	 	 	 


      

      
        	 	
                (xi)

              	
                "Subsidiary"
                  means, with respect to any
                  Person:

              


      

    

     

    (a)
      any
      corporation, association or other business entity of which at least 50% of
      the
      total voting power of shares of Capital Stock entitled (without regard to the
      occurrence of any contingency) to vote in the election of directors, managers
      or
      trustees thereof is at the time owned or controlled, directly or indirectly,
      by
      such Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof) and, in the case of any such entity of which 50% of the
      total voting power of shares of Capital Stock is so owned or controlled by
      such
      Person or one or more of the other Subsidiaries of such Person, such Person
      and
      its Subsidiaries also has the right to control the management of such entity
      pursuant to contract or otherwise; and

     

    (b)
      any
      partnership (a) the sole general partner or the managing general partner of
      which is such Person or a Subsidiary of such Person or (b) the only general
      partners of which are such Person or of one or more Subsidiaries of such Person
      (or any combination thereof).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (xii)

            	
              "Trading
                Day" means a day during which trading in securities generally occurs
                on
                the principal U.S. national or regional securities exchange on which
                the
                Common Stock is then listed or, if the Common Stock is not then listed
                on
                a national or regional securities exchange, on the Nasdaq National
                Market
                or, if the Common Stock is not then quoted on the Nasdaq National
                Market,
                on the principal other market on which the Common Stock is
                traded.

            


    

    
      
        	 	 	 


      

      
        	 	
                (xiii)

              	
                For
                  purposes of this Section 1.3, the number of shares of Common Stock
                  at any
                  time outstanding shall not include shares held in the treasury
                  of CCI but
                  shall include shares issuable in respect of scrip certificates
                  issued in
                  lieu of fractions of shares of Common Stock. HoldCo will cause
                  CCI not to
                  pay any dividend or make any distribution on shares of Common Stock
                  held
                  in the treasury of CCI. 

              


      

    

    
      
        	 	 	 


      

      
        	 	
                (xiv)

              	
                All
                  calculations under this Section 1.3 shall be made to the nearest
                  cent or
                  to the nearest one-hundredth of a share, as the case may
                  be.

              


      

    

    
      
        	 	 	 


      

      
        	 	
                (xv)

              	
                To
                  the extent CCI has a rights plan in effect upon exchange of the
                  CCHC Note
                  for HoldCo Units and the exchange of the HoldCo Units for Common
                  Stock,
                  CII shall receive, in addition to shares of Common Stock, the rights
                  under
                  the rights plan corresponding to the shares of Common Stock received
                  upon
                  conversion, unless prior to any conversion, the rights shall have
                  separated from the shares of Common Stock, in which case the Exchange
                  Price shall be adjusted as of the date of such separation as if
                  the
                  Company had distributed to all holders of Common Stock shares of
                  CCI’s
                  Capital Stock, evidences of indebtedness or other property as provided
                  in
                  Section 1.3(e), subject to readjustment in the event of the expiration,
                  termination or redemption of such
                  rights.

              


      

    

     

    1.4    Provision
      in Case of Consolidation, Merger or Sale of Assets.

     

    In
      case
      of any recapitalization, reclassification or change in the Common Stock or
      the
      HoldCo Units (other than changes resulting from a subdivision or combination
      which is subject to Section 1.3(b)), a consolidation, merger or combination
      of
      CCI or HoldCo with or into any other Person, any merger of another Person with
      or into CCI or HoldCO (other than a merger which does not result in any
      reclassification, conversion, exchange or cancellation of outstanding shares
      of
      Common Stock of CCI or HoldCo Units) or any conveyance, sale, transfer or lease
      of the consolidated assets of CCI and its Subsidiaries substantially as an
      entirety, or any statutory share exchange (any of the foregoing, a
      "Transaction"), in each case as a result of which holders of Common Stock or
      HoldCo Units are entitled to receive stock, other securities, other property
      or
      assets (including cash or any combination thereof) with respect to or in
      exchange for the Common Stock or HoldCo Units, CII and HoldCo or the Person
      formed by such consolidation or resulting from such merger or which acquires
      such assets, as the case may be, shall execute and 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

      deliver
        an appropriate amendment this Agreement to provide for an appropriate adjustment
        to the Exchange Price or to Section 1.1 to ensure that CII, upon exchange
        of the
        CCHC Note, will be able to receive what CII would have received if CII had
        exchanged the CCHC Note for HoldCo units prior to such Transaction and, at
        CII’s
        option, exchanged such HoldCo Units for shares of common stock of CCI in
        accordance with the provisions of the Allen Exchange Agreement immediately
        prior
        to such Transaction. The above provisions of this Section 1.4 shall similarly
        apply to successive consolidations, mergers, conveyances, sales, transfers
        or
        leases.

    

    


    1.5    Notice
      of Adjustment of Exchange Price. 

     

    Unless
      otherwise provided herein, whenever the Exchange Price is adjusted as herein
      provided, HoldCo shall:

     

    (a) compute
      the adjusted Exchange Price in accor-dance with Section 1.3 hereof and shall
      prepare a certificate signed by the manager of HoldCo setting forth the adjusted
      Exchange Price and showing in reasonable detail the facts upon which such
      adjustment is based; and

     

    (b) prepare
      and deliver a notice to CII at the address set forth in Section 5.5 hereof
      stating that the Exchange Price has been adjusted and setting forth the adjusted
      Exchange Price as soon as practicable after it is prepared.

     

    1.6    Exercise
      of the Exchange Right.

     

    (a) Either
      CII or HoldCo may, subject to the terms and conditions of Section 1.1 and 1.2,
      exercise its exchange right, on any Trading Day. In order to exercise its
      exchange right, CII or HoldCo, as the case may be, shall (i) deliver to other
      Party a written notice at the address set forth in Section 5.5 hereof of the
      election to exercise such exchange right (an "Exchange
      Notice")
      substantially in the form of Exhibit
      B
      hereto,
      which Exchange Notice shall be irrevocable and, in the case of an exchange
      right
      exercisable by HoldCo shall, specify the number of HoldCo Units to be exchanged
      for the CCHC Note, and (ii) deliver such certificate, certificates or other
      instrument representing the securities exchangeable upon such exercise.


     

    (b) Upon
      receipt of such Exchange Notice, HoldCo shall, as promptly as practicable,
      and
      in any event within five (5) Trading Days thereafter, execute (or cause to
      be
      executed) and deliver (or cause to be delivered) to CII a certificate,
      certificates or other instrument representing the HoldCo Units issuable upon
      such exchange, as hereafter provided. The certificate, certificates or other
      instrument so delivered shall be, to the extent possible, in such denomination
      or denominations as CII shall reasonably request and shall be registered on
      the
      books of HoldCo in the name of CII or such other name as shall be designated
      by
      CII. 

     

    (c) HoldCo
      shall not be required to issue a fractional unit of HoldCo Units upon exchange
      by CII. As to any fraction of a HoldCo Unit that CII would otherwise be entitled
      to upon such exchange, HoldCo shall pay to CII an amount in cash equal to such
      fraction multiplied by the Exchange Price of one HoldCo Unit on the Exchange
      Date.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    1.7    Tax
      Treatment of Exchange of the Note for HoldCo Units.

     

    Upon
      an
      exchange by CII (or any transferee) of the CCHC Note for HoldCo Units pursuant
      to Section 1.1 or 1.2 of this Agreement, such exchange shall be treated as
      a
      contribution to the capital of HoldCo under section 721 of the Internal Revenue
      Code (the "Code")
      by a
      partner in its capacity as a partner and CII's (or such transferee's) capital
      account in HoldCo shall be increased by the fair market value of such CCHC
      Note
      as of the date of such contribution, as determined in accordance with Treasury
      Regulations issued pursuant to the Code. 

    


    II. REPRESENTATIONS
      AND WARRANTIES OF CII.

     

    CII
      represents and warrants, as of the date of this Agreement:

     

    2.1    Power,
      Authority and Enforceability.

     

    (a) CII
      has
      the requisite power and authority, and has taken all required action necessary,
      to execute, deliver and perform this Agreement and to exchange the CCHC Note
      hereunder.

     

    (b) This
      Agreement has been duly executed and delivered by CII and constitutes the legal,
      valid and binding obligation of CII enforceable in accordance with its terms,
      except (i) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, and other laws of general application affecting enforcement of
      creditors’ rights generally and (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies.

     

    III. REPRESENTATIONS
      AND WARRANTIES OF HOLDCO.

     

    HoldCo
      represents and warrants, as of the date of this Agreement:

     

    3.1    Power,
      Authority and Enforceability.

     

    (a) HoldCo
      has the requisite power and authority, and has taken all required action
      necessary, to execute, deliver and perform this Agreement and to exchange the
      HoldCo Units hereunder.

     

    (b) This
      Agreement has been duly executed and delivered by HoldCo and constitutes the
      legal, valid and binding obligation of HoldCo enforceable in accordance with
      its
      terms, except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application affecting
      enforcement of creditors’ rights generally, and (ii) as limited by laws relating
      to the availability of specific performance, injunctive relief, or other
      equitable remedies.

     

    3.2    Compliance
      with Other Instruments.

     

    The
      execution, delivery and performance of this Agreement by HoldCo and the
      consummation by HoldCo of the transactions contemplated hereby do not and will
      not (i) result 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

      in
        a
        violation of HoldCo’s constituent documents or (ii) conflict with, or constitute
        a default under (or an event which with notice or lapse of time or both would
        become a default), or give to others any rights of termination, amendment,
        acceleration or cancellation of, any material agreement, indenture or instrument
        to which HoldCo or any of its subsidiaries is a party, or result in a violation
        of any law, rule, regulation, order, judgment or decree applicable to HoldCo
        or
        any of its subsidiaries or by which any property or asset of HoldCo or any
        of
        its subsidiaries is bound or affected.

    

     

    IV. COVENANTS.

     

    4.1    Transfer
      or Assignment of Exchange Rights. 

     

    (a) CII
      shall
      not transfer or assign its rights under this Agreement without the prior written
      consent of HoldCo, which consent may be granted or withheld, conditioned or
      delayed, as HoldCo may determine in its sole discretion; provided,
      however,
      that
      CII may transfer or assign its rights under this Agreement without the prior
      written consent of HoldCo to any Person to whom the CCHC Note is transferred
      or
      assigned in accordance with its terms.

     

    (b) So
      long
      as CII/Successor holds the CCHC Note, neither Mr. Allen nor any Person in
      Control (as defined in the Note) of CII/Successor (as defined in the CCHC Note)
      shall transfer Control of CII/Successor without the prior written consent of
      HoldCo, which consent may be granted or withheld, conditioned or delayed, as
      HoldCo may determine in its sole discretion; provided, however, that Mr. Allen
      and any Person in Control of CII/Successor may transfer Control of CII/Successor
      without the prior written consent of HoldCo in accordance with the terms of
      the
      CCHC Note; provided, however, that the foregoing is not intended to, nor shall
      it, limit any rights of any person pursuant to the Exchange Agreement dated
      as
      of November 12, 1999 by and among CCI, CII, Vulcan Cable III, Inc., and Mr.
      Allen. 

     

    (c) Any
      assignee or transferee to which CII has assigned or transferred its rights
      hereunder in accordance with this Article IV shall succeed to all rights and
      obligations of CII, and, except in connection with any transaction contemplated
      by the Allen Exchange Agreement, CII shall cause such assignee or transferee
      to,
      execute documents reasonably satisfactory to HoldCo evidencing such
      succession.

     

    V. MISCELLANEOUS

     

    5.1    Successors
      and Assigns.

     

    Except
      as
      otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the Parties hereto. Nothing in this Agreement, express or implied,
      is
      intended to confer upon any party other than the Parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement. 

     

    5.2    Governing
      Law.

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without giving effect to the conflict of law provisions
      thereof.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    5.3    Counterparts.

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    5.4    Titles
      and Subtitles.

     

    The
      title
      and subtitles used in this Agreement are used for convenience only and are
      not
      to be considered in construing or interpreting this Agreement.

     

    5.5    Notices.

     

    Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given (a) upon personal
      delivery to the party to be notified, (b) on the fifth (5th)
      day
      after deposit with the United States Post Office, by registered or certified
      mail, postage prepaid, (c) on the next business day after dispatch via
      nationally recognized overnight courier or (d) upon confirmation of transmission
      by facsimile, all addressed to the party to be notified at the address indicated
      for such party below, or at such other address as such party may designate
      by
      ten (10) days’ advance written notice to the other parties. Notices should be
      provided in accordance with this Section at the following
      addresses:

     

    If
      to CII
      or Mr. Allen, to:

    


    Charter
      Investment, Inc. 

    505
      Fifth
      Avenue S, Suite 900

    Seattle,
      WA 98104

    Attention:
      General Counsel

    Facsimile
      (206) 342-3347

     

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

     

    Mr.
      Allen
      D. Israel

    Foster
      Pepper & Shefelman PLLC

    1111
      Third Avenue, 34th Floor

    Seattle,
      WA 98101

    Facsimile:
      (206) 749-1957

     

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

     

    Mr.
      Nicholas P. Saggese

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    300
      South
      Grand Avenue, 34th
      Floor

    Los
      Angeles, California 90071

    Facsimile:
      (213) 687-5600

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    If
      to
      HoldCo, to:

     

    c/o
      Charter Communications, Inc. 

    12405
      Powerscourt Drive

    St.
      Louis, Missouri 63131-3674

    Attention:
      General Counsel

    Facsimile:
      (314) 965-8793

    


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

    


    Mr.
      Dennis Friedman

    Gibson,
      Dunn & Crutcher LLP

    200
      Park
      Avenue

    New
      York,
      New York 10166

    Facsimile:
      (212)
      351-6201

    


    5.6    Amendments
      and Waivers.

     

    No
      term
      of this Agreement may be amended, without the written consent of each
      Party.

     

    5.7    Severability.

     

    If
      one or
      more provisions of this Agreement are held to be unenforceable under applicable
      law, such provision shall be excluded from this Agreement and the balance of
      this Agreement shall be interpreted as if such provision were so excluded and
      shall be enforceable in accordance with its terms.

     

    5.8    Entire
      Agreement.

     

    This
      Agreement, the Exhibits hereto and the agreements referred to herein constitute
      and are intended to constitute the entire agreement of the Parties concerning
      the subject matter hereof. No covenants, agreements, representations or
      warranties of any kind whatsoever have been made by any Party hereto, except
      as
      specifically set forth herein. All prior or contemporaneous discussions or
      negotiations with respect to the subject matter hereof are superseded by this
      Agreement.

     

    [Signature
      Page Follows]

    


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

        
        

      

    

    



    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    CHARTER
      INVESTMENT, INC.

     

    By: _______________________________

    Name: _____________________________

    Its: _______________________________

     

     

    CHARTER
      COMMUNICATIONS HOLDING COMPANY, LLC

     

    By: _______________________________

    Name: _____________________________

    Its: _______________________________

     

    Paul
      G.
      Allen has executed this Agreement effective as of the date set forth above
      solely for purposes of confirming his consent to the provisions of Article
      IV
      hereof.

     

    __________________________

    Paul
      G.
      Allen

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B

    


    NOTICE
      OF
      EXCHANGE

    


    Pursuant
      to the Exchange Agreement, by and between Charter Investment, Inc. and Charter
      Communications Holding Company, LLC, dated as of October ___, 2005 (the
      "Exchange
      Agreement"),
      the
      undersigned irrevocably exercises the exchange right set forth in the Exchange
      Agreement.

    


    _______________________________

    (Name)

    _______________________________

    (Signature)

    _______________________________

    (Street
      Address)

    _______________________________

    (City)
      (State) (Zip Code)