Exhibit 10.19


     

    Exhibit
      10.19

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
      EFFECT WITH RESPECT THERETO UNDER THE ACT AND APPLICABLE LAWS OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE LAWS OR AN OPINION
      OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    THIS
      NOTE
      IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") UNDER SECTION 1272 ET SEQ. OF
      THE
      U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. CALL THE DIRECTOR OF INVESTOR
      RELATIONS OF CHARTER COMMUNICATIONS, INC. AT 12405 POWERSCOURT DRIVE, ST. LOUIS,
      MO 63131, AT (314) 965-0555 FOR THE ISSUE PRICE, THE ISSUE DATE, THE AMOUNT
      OF
      OID AND THE YIELD TO MATURITY OF THIS NOTE. 

    


    CCHC,
      LLC

     

    SUBORDINATED
      ACCRETING NOTE

    


    
      	 	
              St.
                Louis, Missouri 

              October
                31, 2005

            


    

    


    CCHC,
      LLC, a Delaware limited liability company (the "Company"), the principal office
      of which is located at 12405 Powerscourt Drive, St. Louis, Missouri 63131,
      for
      value received, hereby promises to pay to Charter Investment, Inc. ("CII"),
      or
      its successors or registered assigns, the principal sum of the Accreted Value
      of
      this Note on October 31, 2020. The initial Accreted Value of this Subordinated
      Accreting Note (the "Note") is FORTY-EIGHT MILLION TWO HUNDRED THOUSAND DOLLARS
      ($48,200,000). The initial Accreted Value of this Note shall increase on a
      daily
      basis at the rate of 14% per annum, compounded quarterly on the basis of a
      360-day year of twelve 30-day months; provided, however, that from and after
      February 28, 2009, the Company may pay any such increase in the Accreted Value
      in cash and the Accreted Value of the Note will not increase to the extent
      such
      amount has been paid in cash. Interest will be paid upon overdue principal
      and
      premium, if any, compounded quarterly on the basis of a 360-day year of twelve
      30-day months from the due date at 14% per annum to the extent such payment
      is
      lawful.

     

    Payment
      for all amounts due hereunder shall be made by mail to the registered address
      of
      the Holder. The holder of this Note shall be entitled to the rights and
      privileges set forth in, and the obligations of, that certain Exchange
      Agreement, by and between CII and Charter Communications Holding Company, LLC,
      dated as of October 31, 2005 (the "Exchange Agreement").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Reference
      is hereby made to the further provisions of this Note set forth on the reverse
      hereof, which further provisions shall for all purposes have the same effect
      as
      if set forth at this place.

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be issued this
      31st
      day of
      October, 2005.
      

     

    
      	 	
              CCHC,
                LLC

               

               

              By:
                /s/
                Paul E. Martin 

              Name:
                Paul E. Martin

              Title:
                Senior Vice President, 

               Interim
                Chief Financial Officer

            


    

    



    
      
        
        

      

      
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    [REVERSE
      OF NOTE]

    


    The
      following is a statement of the rights of the Holder of this Note and the
      conditions to which this Note is subject, and to which the Holder hereof, by
      the
      acceptance of this Note, agrees:

     

    ARTICLE
      1. DEFINITIONS.

     

    As
      used
      in this Note, the following terms, unless the context otherwise requires, have
      the following meanings:

     

    1.1 "Accreted
      Value" means (i) on the date hereof, FORTY EIGHT MILLION TWO HUNDRED THOUSAND
      DOLLARS ($48,200,000) , and (ii) as of any date of determination after the
      date
      hereof and prior to October 31, 2020, the sum (rounded to the nearest whole
      dollar) of (a) FORTY EIGHT MILLION TWO HUNDRED THOUSAND DOLLARS ($48,200,000)
      and (b) accretions thereon on a daily basis at the rate of 14% per annum,
      compounded on each March 31, June 30, September 30 and December 31, from October
      31, 2005 through such date of determination, and (iii) as of any date on and
      after October 31, 2020,
      the
      sum (rounded to the nearest whole dollar) of (a) FORTY EIGHT MILLION TWO HUNDRED
      THOUSAND DOLLARS ($48,200,000) and (b) accretions thereon on a daily basis
      at
      the rate of 14% per annum, compounded quarterly on each March 31, June 30,
      September 30, and December 31, from October 31, 2020; minus (c) the amount
      of
      any cash payments actually made in respect of accretions on the Note from and
      after February 28, 2009 as provided in Article II.

     

    1.2 "CCI"
      means Charter Communications, Inc., a Delaware corporation.

     

    1.3 "Charter
      Change of Control" a reorganization, merger, consolidation or other transaction
      or transactions, other than with Mr. Allen or one or more of his affiliates
      and
      other than in connection with any transactions with CCI or one or more of its
      subsidiaries, (whether or not CCI is a party thereto and specifically including,
      without limitation, open market purchases of securities), as a result of which
      any person or entity or "group" of persons or entities (other than Mr. Allen,
      any of his affiliates or CCI or any of its affiliates) becomes the "beneficial
      owner" (as those terms are defined in and construed by judicial authority under
      Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended,
      as
      that Rule may be amended from time to time) of Common Stock or options, warrants
      or other rights to acquire Common Stock or and Convertible Securities
      representing in the aggregate at least 50% of the ordinary voting power of
      CCI
      in the election of directors.

     

    1.4 "Common
      Stock" means the common stock, par value $0.001, of CCI.

     

    1.5 "Company"
      includes any limited liability company, partnership, corporation or other legal
      entity which shall succeed to or assume the obligations of CCHC, LLC under
      this
      Note.

     

    
      
        
        

      

      
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    1.6 "Holder,"
      when the context refers to a holder of this Note, shall mean any person or
      entity who shall at the time be the registered holder of this Note.

     

    1.7 "Junior
      Security" means (a) any common equity interests of the Company or (b) any
      indebtedness issued by the Company that is contractually subordinated in right
      of payment to all Senior Indebtedness (and any securities issued in exchange
      for
      or in replacement of Senior Indebtedness) at least to the same extent as the
      Note is subordinated to Senior Indebtedness pursuant to Article 6 and has no
      scheduled installment of principal due, by redemption, sinking fund payment
      or
      otherwise, on or prior to the maturity of the Note.

     

    1.8 "Mr.
      Allen" means Paul G. Allen.

     

    1.9 "Related
      Party" means 

     

    (a) any
      individual who is (i) Mr. Allen, or the parent or sibling of Mr. Allen, or
      (ii)
      any lineal or adopted descendant of Mr. Allen or of his sibling, or (iii) any
      lineal or adopted descendant of any individual described in clause (ii) of
      this
      subparagraph 1.9(a),
      and
      (iv) any spouse of any individual described in clauses (i), (ii) and (iii)
      of
      this subparagraph 1.9(a),
      and any
      lineal or adopted descendant of any such spouse, 

     

    (b) the
      estate of any individual described in subparagraph 1.9(a),

     

    (c) a
      trust
      in which (i) one or more individuals described in subparagraph 1.9(a)
      have a
      majority of the beneficial interests (determined actuarially) and (ii) a
      majority of the trustees are one or more individuals described in subparagraph
      1.9(a),

     

    (d) a
      split
      interest trust (i.e.,
      a
      charitable remainder trust or charitable lead trust) (i) of which the sole
      beneficiaries are Mr. Allen and/or individuals described in subparagraph
1.9(a)
      and a
      charitable institution qualified under Section 501(c)(3) of the U.S. Internal
      Revenue Code of 1986, as amended, and (ii) of which the sole trustees are one
      or
      more individuals described in subparagraph 1.9(a), 

     

    (e) any
      general partnership, limited partnership, limited liability company, limited
      liability partnership, corporation, real estate investment trust, or association
      at least 80 percent of the equity interests in which are, at the time of a
      transfer to such entity, owned, directly or indirectly (through any entity
      described in subparagraphs 1.9(b),
      1.9(c),
      1.9(d),
      or this
      subparagraph 1.9(e)),
      by any
      individual described in subparagraph 1.9(a),
      or

     

    (f) any
      general partnership, limited partnership, limited liability company, limited
      liability partnership, corporation, real estate investment trust, or association
      (i) at least 50 percent of the equity interests in which are, at the time of
      a
      transfer to such entity, owned by Mr. Allen and (ii) the management and policies
      of which are directed by Mr. Allen, directly or indirectly, whether through
      the
      ownership of voting securities or by contract or otherwise.

     

    
      
        
        

      

      
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      ARTICLE
        2. ACCRETION;
        INTEREST AND METHOD OF PAYMENT.

    

     

    The
      initial Accreted Value of the Note will increase at the rate of 14% per annum,
      compounded on each March 31, June 30, September 30 and December 31, from October
      31, 2005 through October 31, 2020; provided, however, that from and after
      February 28, 2009, the Company may pay accretions with respect to the Note
      in
      cash and, to the extent the Company pays such accretions in cash, the Accreted
      Value of the Note will not increase by such amount. Payment of the principal
      of,
      interest or premium, if any, on the Note or such lesser amount payable upon
      the
      acceleration of the maturity of the Note will include accreted amounts through
      but excluding the date of such payment, computed on the basis of a 360-day
      year
      of twelve 30-day months. Interest will accrue upon overdue principal and
      premium, and interest, if any, compounded quarterly from the due date at the
      rate borne by the Note to the extent such payment is lawful. 

     

    The
      Holder must surrender this Note to the Company to collect payment or principal
      or Accreted Value. The principal of, Accreted Value, interest and premium,
      if
      any, on this Note will be payable at the office or agency of the Company
      maintained for such purpose or, at the option of the Company, payment may be
      made by check mailed to the Holder of the Note at its address that has
      previously been provided to the Company. All payments, including redemption
      payments, shall be in coin or currency of the United States of America as at
      the
      time of payment is legal tender for payment of public and private
      debts. 

     

    ARTICLE
      3. OPTIONAL
      REDEMPTION; MAKE WHOLE PREMIUM.

     

    3.1 Except
      as
      set forth below, the Company shall not be entitled to redeem this Note at its
      option prior to February 28, 2009 (the "Hard Call Date") From and after the
      Hard
      Call Date, the Note may be redeemed at the option of the Company, in whole
      but
      not in part, at any time, upon not less than 30 nor more than 60 days’ prior
      notice to the Holder of the Note, at the Accreted Value thereof to, but
      excluding, the Redemption Date.

     

    3.2 Prior
      to
      the Hard Call Date, the Note may be redeemed at the option of the Company,
      in
      whole but not in part, upon not less than 30 nor more than 60 days’ prior notice
      to each Holder of the Note, upon the occurrence of any of the following:


     

    (a) a
      Charter
      Change of Control;

     

    (b) a
      sale by
      Charter Communications Holding Company, LLC, a Delaware limited liability
      company ("HoldCo"), of all of HoldCo’s equity interests in the Company other
      than to CCI or its affiliates or Mr. Allen or his affiliates; or

     

    (c) a
      sale of
      all of the Company’s assets other than to CCI or its affiliates or Mr. Allen or
      his affiliates.

     

    
      
        
        

      

      
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    If
      the
      Company elects to exercise its redemption right as set forth in this Section
      3.2, the Company shall redeem the Note at the Accreted Value thereof to, but
      excluding, the Redemption Date, plus the Make-Whole Amount.

     

    For
      purposes of this Article 3, the following defined terms shall have the following
      meanings:

     

    (d) "Make-Whole
      Amount" means the aggregate present value as of the Redemption Date of the
      amount of interest that would have accreted on the Note from the Redemption
      Date
      to, but excluding, the Hard Call Date if such redemption had not been made,
      determined by discounting, on a quarterly basis (assuming a 360-day year of
      twelve 30-day months), such interest at the Reinvestment Rate, determined on
      the
      third business day preceding the date notice of such redemption is given, from
      what the Accreted Value would have been on the Hard Call Date if such redemption
      had not been made, to the Redemption Date; provided, however that the Make-Whole
      Amount shall not be less than $1.00.

     

    (e) "Reinvestment
      Rate" means the yield under the headings "Week Ending" published in the most
      recent Statistical Release under the capital "Treasury Constant Maturities"
      for
      the maturity, rounded to the nearest month, corresponding to the remaining
      period of time through the Hard Call date, as of the Redemption Date;
provided,
      however,
      if
      there is more than one such yield published for such maturity, "Reinvestment
      Rate" means the arithmetic mean of such yields. If no maturity exactly
      corresponds to such period of time, the yields for the two published maturities
      most closely corresponding to such period of time will be calculated pursuant
      to
      the immediately preceding sentence, and the "Reinvestment Rate" will be
      interpolated or extrapolated from such yields on a straight-line basis, rounding
      in each of the relevant periods to the nearest month. For purposes of
      calculating the "Reinvestment Rate," the most recent Statistical Release
      published prior to the date of determination of the Make-Whole Amount will
      be
      used. 

     

    (f) "Statistical
      Release" means the statistical release designated "H.15(519)" or any successor
      publication which is published weekly by the Federal Reserve System and which
      establishes yields on actively traded United States government securities
      adjusted to constant maturities or, if such statistical release is not published
      at the time of any determination, then such other reasonably comparable index
      which shall be designated by the Company.

     

    ARTICLE
      4. NOTICE
      OF
      REDEMPTION.

     

    Notice
      of
      redemption will be mailed by first class mail at least 30 days but not more
      than
      60 days before the Redemption Date to the Holder at the Holder’s registered
      address. Any notice of redemption shall be unconditional and the Accreted Value
      of the Note, together with any applicable Make-Whole Amount, shall be due on
      the
      date for redemption of the Note specified in such notice of redemption (the
      "Redemption Date").

     

    
      
        
        

      

      
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      ARTICLE
        5. EVENTS
        OF
        DEFAULT.

    

     

    5.1 If
      any of
      the events specified in this Article 5 shall occur (herein individually referred
      to as an "Event of Default"), the Holder may, so long as such condition exists,
      declare the entire Accreted Value immediately due and payable, by notice in
      writing to the Company:

     

    (a) Default
      in the payment of the principal of, or premium, if any, or any other amounts
      with respect to this Note, in each case, when due and payable; or

     

    (b) The
      institution by the Company of proceedings to be adjudicat-ed as bankrupt or
      insolvent, or the consent by it to institution of bankrupt-cy or insolvency
      proceedings against it or the filing by it of a petition or answer or consent
      seeking reorganization or release under Title 11 of the U.S. Code or any federal
      or state law of any jurisdiction relating to bankruptcy, insolvency, winding
      up,
      liquidation, reorganization or relief of debtors, or any other applicable
      federal or state law, or the consent by it to the filing of any such petition
      or
      the appointment of a receiver, liq-uidator, assignee, trustee or other similar
      official of the Company, or of any substantial part of its property, or the
      making by it of an assignment for the benefit of creditors, or the taking of
      corporate action by the Company in furtherance of any such action;
      or

     

    (c) If,
      within sixty (60) days after the commencement of an action against the Company
      (and service of process in connection therewith on the Company) seeking any
      bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
      relief under any present or future statute, law or regu-lation, such action
      shall not have been resolved in favor of the Company or all orders or
      proceedings thereunder affecting the operations or the business of the Company
      stayed, or if the stay of any such order or proceeding shall thereafter be
      set
      aside, or if, within sixty (60) days after the appointment without the consent
      or acquiescence of the Company of any trustee, receiv-er or liquidator of the
      Company or of all or any substantial part of the properties of the Company,
      such
      appointment shall not have been vacated.

     

    ARTICLE
      6. SUBORDINATION.

     

    6.1 Subordination.
      This
      Note shall be issued subject to the provisions of this Article 6; and the Holder
      accepts and agrees that all payments of the principal of, premium, if any,
      and
      interest on (and other obligations, if any, with respect to) this Note by the
      Company shall, to the extent and in the manner set forth in this Article 6,
      be
      subordinated and junior in right of payment to the prior payment in full in
      cash
      of all obligations arising under Senior Indebtedness. As used in this Note,
      the
      term "Senior Indebtedness" shall mean all liabilities of the Company which
      would
      appear on a balance sheet of the Company prepared in accordance with generally
      accepted accounting principles. 

     

    
      
        
        

      

      
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    6.2 No
      Payment On This Note In Certain Circumstances.
      

     

    (a) No
      direct
      or indirect payment (other than in Junior Securities (as defined herein)) by
      or
      on behalf of the Company of principal of, premium, if any, or interest on (and
      other obligations, if any, with respect to) this Note, whether pursuant to
      the
      terms of this Note, upon acceleration, redemption or otherwise, will be made,
      if, at the time of such payment, there exists a default in the payment of all
      or
      any portion of the obligations on any Senior Indebtedness, whether at maturity,
      on account of mandatory redemption or prepayment, acceleration or otherwise,
      and
      such default shall not have been cured or waived in writing or the benefits
      of
      this sentence waived in writing by or on behalf of the holders of such Senior
      Indebtedness. In addition, during the continuance of any non-payment event
      of
      default with respect to any Senior Indebtedness pursuant to which the maturity
      thereof may be immediately accelerated by the holder or holders of such Senior
      Indebtedness or may be accelerated by the holder or holders of such Senior
      Indebtedness with the giving of notice or the passage of time or both, and
      upon
      receipt by the Company or any trustee of the Company’s Senior Indebtedness (each
      a "Trustee") of written notice (a "Payment Blockage Notice") from the holder
      or
      holders of such Senior Indebtedness or the Trustee or agent acting on behalf
      of
      the holders of such Senior Indebtedness, then, unless and until such event
      of
      default has been cured or waived in writing or has ceased to exist or such
      Senior Indebtedness has been discharged or repaid in full in cash (or such
      payment shall be duly provided for in a manner satisfactory to holders of Senior
      Indebtedness) or otherwise to the extent holders of Senior Indebtedness in
      their
      sole discretion accept satisfaction of amounts due by settlement in other than
      cash or the benefits of these provisions have been waived in writing by the
      holders of such Senior Indebtedness, no direct or indirect payment (other than
      in Junior Securities) will be made by or on behalf of the Company of principal
      of, premium, if any, or interest on (and other obligations, if any, with respect
      to) this Note, whether pursuant to the terms of this Note, upon acceleration,
      redemption or otherwise to such holders during a period (a "Payment Blockage
      Period") commencing on the date of receipt of the Payment Blockage Notice by
      the
      Company and ending 179 days thereafter. The Company shall deliver a copy of
      the
      Payment Blockage Notice to the Holder promptly upon receipt
      thereof.

     

    (b) Notwithstanding
      anything in the subordination provisions of this Note to the contrary, (1)
      in no
      event will a Payment Blockage Period extend beyond 179 days from the date the
      Payment Blockage Notice in respect thereof was given and (2) not more than
      one
      Payment Blockage Period may exist with respect to this Note during any period
      of
      360 consecutive calendar days. No default that existed or was continuing on
      the
      date of delivery of any Payment Blockage Notice (whether or not such event
      is
      with respect to the same issue of Senior Indebtedness) may be, or be made,
      the
      basis for a subsequent Payment Blockage Notice, unless such default has been
      cured or waived for a period of not less than 90 consecutive calendar
      days.

     

    (c) In
      the
      event that, notwithstanding the foregoing, any payment shall be received by
      the
      Holder at a time when such payment is prohibited by Section 6.2(a), such payment
      shall be received and held in trust for the benefit of, and shall be paid over
      or delivered to, the holders of Senior Indebtedness or their respective
      representatives, or

     

    
      
        
        

      

      
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      to
        the
        Trustee or Trustees or agent or agents under any indenture or agreement pursuant
        to which any of such Senior Indebtedness may have been issued or incurred,
        as
        their respective interests may appear, but only to the extent that, upon
        notice
        from the Company to the holders of Senior Indebtedness that such prohibited
        payment has been made, the holders of the Senior Indebtedness (or their
        representative or representatives or a Trustee or Trustees) notify the Company
        in writing of the amounts then due and owing on the Senior Indebtedness,
        if any,
        and only the amounts specified in such notice to the Company shall be paid
        to
        the holders of Senior Indebtedness.

    

     

    6.3 Payment
      Over Of Proceeds Upon Dissolution, Etc.

     

    (a) Upon
      any
      payment or distribution of assets or securities of the Company of any kind
      or
      character, whether in cash, property or securities, to the creditors of the
      Company upon any dissolution or winding-up or total liquidation or
      reorganization of the Company, whether voluntary or involuntary, or in
      bankruptcy, insolvency, receivership or other similar proceedings relating
      to
      the Company, any assignment for the benefit of creditors or any marshalling
      of
      the Company’s assets and liabilities, the holders of Senior Indebtedness shall
      be entitled to receive payment in full in cash of all obligations due in respect
      of such Senior Indebtedness (including interest accruing after, or which would
      accrue but for, the commencement of any proceeding at the rate specified in
      the
      applicable Senior Indebtedness, whether or not a claim for such interest would
      be allowed), or have provision made for such payment in a manner acceptable
      to
      holders of such Senior Indebtedness, before the Holder shall be entitled to
      receive any payment by the Company of the principal of, premium, if any, or
      interest on (and other obligations, if any, with respect to) this Note, or
      any
      payment by the Company to acquire any of this Note for cash, property or
      securities, or any distribution by the Company with respect to this Note of
      any
      cash, property or securities (in each case, other than payments in Junior
      Securities). 

     

    (b) In
      the
      event that, notwithstanding the foregoing provision prohibiting such payment
      or
      distribution, any payment or distribution of assets or securities of the Company
      of any kind or character, whether in cash, property or securities (in each
      case,
      other than Junior Securities), shall be received by the Holder at a time when
      such payment or distribution is prohibited by Section 6.2 and before all
      obligations in respect of Senior Indebtedness are paid in full in cash (or
      such
      payment shall be duly provided for in a manner satisfactory to the holders
      of
      Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness
      in their sole discretion accept satisfaction of amounts due by settlement in
      other than cash, such payment or distribution shall be received and held in
      trust for the benefit of, and shall be paid over or delivered to, the holders
      of
      Senior Indebtedness (pro rata to such holders on the basis of the respective
      amounts of Senior Indebtedness held by such holders) or their respective
      representatives, or to the Trustee or Trustees or agent or agents under any
      indenture or agreement pursuant to which any of such Senior Indebtedness may
      have been issued or incurred, as their respective interests may appear, for
      application to the payment of Senior Indebtedness remaining unpaid until all
      such Senior Indebtedness has been paid in full in cash (or such payment shall
      be
      duly provided for in a manner satisfactory to the holders of Senior
      Indebtedness) or otherwise to the extent holders of Senior
      Indebtedness

     

    
      
        
        

      

      
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      in
        their
        sole discretion accept satisfaction of amounts due by settlement in other
        than
        cash after giving effect to any prior or concurrent payment, distribution
        or
        provision therefor to or for the holders of such Senior
        Indebtedness.

    

     

    (c) Upon
      the
      payment in full in cash (or such payment shall be duly provided for in a manner
      satisfactory to the holders of Senior Indebtedness) or otherwise to the extent
      holders of Senior Indebtedness in their sole discretion accept satisfaction
      of
      amounts due by settlement in other than cash of all Senior Indebtedness, the
      Holder shall be subrogated to the rights of the holders of Senior Indebtedness
      to receive payments or distributions of cash, cash equivalents, property or
      securities of the Company made on such Senior Indebtedness until the principal
      of, premium, if any, and interest on this Note shall be paid in full in cash
      or
      this Note is no longer outstanding; and, for the purposes of such subrogation,
      no payments or distributions to the holders of the Senior Indebtedness of any
      cash, cash equivalents, property or securities to which the Holder would be
      entitled except for the provisions of this Article 6, and no payment pursuant
      to
      the provisions of this Article 6 to the holders of Senior Indebtedness by the
      Holder shall, as between the Company, its creditors other than holders of Senior
      Indebtedness, and the Holder, be deemed to be a payment by the Company to or
      on
      account of the Senior Indebtedness. It is understood that the provisions of
      this
      Article 6 are and are intended solely for the purpose of defining the relative
      rights of the Holder, on the one hand, and the holders of the Senior
      Indebtedness, on the other hand.

     

    (d) If
      any
      payment or distribution to which the Holder would otherwise have been entitled
      but for the provisions of this Article 6 shall have been applied, pursuant
      to
      the provisions of this Article 6, to the payment of all amounts payable under
      Senior Indebtedness, then and in such case, the Holder shall be entitled to
      receive from the holders of such Senior Indebtedness any payments or
      distributions received by such holders of Senior Indebtedness in excess of
      the
      amount required to make payment in full in cash of such Senior Indebtedness
      (or
      to duly provide for such payment in a manner satisfactory to the holders of
      Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness
      in their sole discretion accept satisfaction of amounts due by settlement in
      other than cash.

     

    6.4 Obligations
      Of Company Unconditional.
      Nothing
      contained in this Article 6 is intended to or shall impair, as among the Company
      and the Holder, the obligation of the Company, which is absolute and
      unconditional, to pay to the Holder the principal of, premium on and interest
      on
      this Note as and when the same shall become due and payable in accordance with
      their terms, or is intended to or shall affect the relative rights of the Holder
      and creditors of the Company other than the holders of the Senior Indebtedness,
      nor shall anything herein or therein prevent the Holder from exercising all
      remedies otherwise permitted by applicable law upon default under this Note,
      subject to the rights, if any, under this Article 6 of the holders of the Senior
      Indebtedness in respect of cash, cash equivalents, property or securities of
      the
      Company received upon the exercise of any such remedy.

     

    Without
      limiting the generality of the foregoing, nothing contained in this Article
      6
      shall restrict the right of the Holder to take any action to declare this Note
      to be 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

      due
        and
        payable prior to their stated maturity pursuant to Section 3.1 or to pursue
        any
        rights or remedies hereunder; provided, however, that all Senior Indebtedness
        then due and payable shall first be paid in full in cash, or have provision
        made
        for such payment in a manner satisfactory to the holders of such Senior
        Indebtedness, before the Holder is entitled to receive any direct or indirect
        payment from the Company of principal of, premium and interest on (and other
        obligations, if any, with respect to) this Note.

    

     

    6.5 Subordination
      Rights Not Impaired By Acts Or Omissions Of The Company Or Holders Of Senior
      Indebtedness.
      No
      right of any present or future holders of any Senior Indebtedness to enforce
      subordination as provided herein shall at any time in any way be prejudiced
      or
      impaired by any act or failure to act on the part of the Company or by any
      act
      or failure to act, in good faith, by any such holder, or by any noncompliance
      by
      the Company with the terms of this Note, regardless of any knowledge thereof
      which any such holder may have or otherwise be charged with. The provisions
      of
      this Article 6 are intended to be for the benefit of, and shall be enforceable
      directly by, the holders of Senior Indebtedness.

     

    6.6 This
      Article Not To Prevent Events Of Default.
      The
      failure to make a payment on account of principal of, or premium, if any, on
      this Note by reason of any provision of this Article 6 shall not be construed
      as
      preventing the occurrence of an Event of Default specified in clause (a) of
      Section 5.1.

     

    6.7 No
      Waiver Of Subordination Provisions.
      Without
      in any way limiting the generality of Section 6.5, the holders of Senior
      Indebtedness may, at any time and from time to time, without the consent of
      or
      notice to the Holder, without incurring responsibility to the Holder and without
      impairing or releasing the subordination provided in this Article 6 or the
      obligations hereunder of the Holder to the holders of Senior Indebtedness,
      do
      any one or more of the following: (a) change the manner, place or terms of
      payment or extend the time of payment of, or renew, alter or amend, any Senior
      Indebtedness or any instrument evidencing the same or any agreement under which
      Senior Indebtedness is outstanding or secured; (b) sell, exchange, release
      or
      otherwise deal with any property pledged, mortgaged or otherwise securing Senior
      Indebtedness; (c) release any person or entity liable in any manner for the
      collection of Senior Indebtedness; and (d) exercise or refrain from exercising
      any rights against the Company and any other person or entity.

     

    6.8 Acceleration
      of Note.
      If
      payment of this Note is accelerated because of an Event of Default, the Company
      shall promptly notify holders of the Senior Indebtedness of the
      acceleration.

     

    ARTICLE
      7. PREPAYMENT.

     

    Except
      as
      provided in Article 3, this Note may not be prepaid prior to its stated final
      maturity date, except with the express written consent of the Holder.


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8. WAIVER AND AMENDMENT.

     

    No
      provision of this Note may be amended, waived or modified, except upon the
      written consent of the Company and the Holder.

     

    ARTICLE
      9. TRANSFER
      OF THIS NOTE.

     

    9.1 The
      Holder shall not transfer or assign this Note without the prior written consent
      of the Company, which consent may be granted or withheld, conditioned or
      delayed, as the Company may determine in its sole discretion; provided,
      however,
      that
      CII may transfer or assign this Note, in whole but not in part, without the
      prior written consent of the Company to any Related Party; 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. 

     

    9.2 So
      long
      as CII/Successor holds the Note, neither Mr. Allen nor any person in Control
      of
      CII/Successor shall transfer Control of CII/Successor without the prior written
      consent of the Company, which consent may be granted or withheld, conditioned
      or
      delayed, as the Company 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 the Company to any Related
      Party. 

     

    For
      purposes of this Article 9, the following defined terms shall have the following
      meanings:

     

    (a) "CII/Successor"
      means CII and any entity that succeeds to all or any portion of CII’s interest
      in the Note. 

     

    (b) "Control,"
      as used with respect to any entity, shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of such entity, whether through the ownership of voting securities
      or
      by contract or otherwise.

     

    9.3 With
      respect to any direct or indirect transfer or assignment of this Note that
      is
      permitted under Section 9.1 or Section 9.2, the Holder will give written notice
      to the Company prior thereto, describing briefly the manner thereof, together,
      if required by the Company, with a written opinion of such Holder’s counsel, to
      the effect that such offer, sale or other distribution may be effected without
      registration or qualification (under any federal or state law then in effect).
      Promptly upon receiving such written notice and reasonably satisfactory opinion,
      if so requested, the Company, as promptly as practicable, shall notify such
      Holder that such Holder may sell or otherwise dispose of this Note, all in
      accordance with the terms of the notice delivered to the Company. If a
      determination has been made pursuant to this Article 9 that the opinion of
      counsel for the Holder is not reasonably satisfactory to the Company, the
      Company shall so notify the Holder promptly after such determination has been
      made. The Note thus transferred shall 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

      bear
        a
        legend as to the applicable restrictions on transferability in order to ensure
        compliance with the Act, unless in the opinion of counsel for the Company
        such
        legend is not required. The Company may issue stop transfer instructions
        to its
        transfer agent in connection with such restrictions.

    

     

    ARTICLE
      10. TREATMENT
      OF NOTE.

     

    The
      Company and the Holder will treat, account and report this Note as debt and
      not
      equity (i) to the extent permitted by generally accepted accounting principles,
      for financial accounting purposes and (ii) with respect to any returns filed
      with federal, state or local tax authorities.

     

    ARTICLE
      11. NOTICES.

     

    Any
      notice, request or other communication required or permitted hereunder shall
      be
      in writing and shall be deemed to have been duly given if personally delivered
      or if telegraphed or mailed by registered or certified mail, postage prepaid,
      at
      the respective addresses of the parties as set forth herein. Any party hereto
      may by notice so given change its address for future notice hereunder. Notice
      shall conclusively be deemed to have been given when personally delivered or
      when deposited in the mail or telegraphed in the manner set forth above and
      shall be deemed to have been received when delivered. Notices should be provided
      in accordance with this Section at the following addresses:

     

    If
      to
      CII, to:

    


    Charter
      Investment, Inc. 

    505
      Fifth
      Avenue S, Suite 900

    Seattle,
      WA 98104

    Attention:
      General Counsel

     

    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

     

    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

     

    If
      to
      CCHC, LLC, to:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    CCHC,
      LLC

    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

    


    ARTICLE
      12. GOVERNING
      LAW.

     

    This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, excluding that body of law relating to conflict of laws.

     

    ARTICLE
      13. HEADING;
      REFERENCES.

     

    All
      headings used herein are used for convenience only and shall not be used to
      construe or interpret this Note. Except where otherwise indicated, all
      references herein to Articles refer to Articles hereof.

     

    
      
        
        

      

      
        14